20130220Attachment 1.pdf

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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-13-02
IDAHO POWER COMPANY
ATTACHMENT 1
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
J.R. Simplot Company
TABLE OF CONTENTS
Article TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering and Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21 Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
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ENERGY SALES AGREEMENT
(Other Project 10 average monthly MW or Less)
Project Name: Simplot - Pocatello
Project Number: 41866113
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this I qA day of
February, 2013 between J.R. Simplot Company (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESSETH:
WHEREAS, Seller owns, maintains, and operates an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:

1.1 "Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.31.

1.2 "Commission" - The Idaho Public Utilities Commission.

1.3 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.4 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
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1.5 "Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.

1.6 "Environmental Attributes"- means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (CO2), methane (C114, nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' (3)
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.

1.7 "Facility" - That electric generation facility described in Appendix B of this Agreement.

1.8 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, orb) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.

1.9 "Generation Interconnection Agreement (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not limited to all requirements as specified by Schedule 72.
1.10 "Heavy Load Hours" - The daily hours beginning at 7:00 am, ending at 11:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

1.11 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.

1.12 "Interconnection Facilities" - All equipment specified in the GIA.
1.13 "Initial Capacity Determination"- The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 32697.
1.14 "Light Load Hours" - The daily hours beginning at 11:00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
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1.15 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.16 "Market Energy Reference Price"- Eighty-five percent (8 5%) of the Mid-Columbia Market
Energy Cost.
1.17 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.18 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.19 "Metering Equipment" - All equipment specified in the GIA and this Agreement required to
measure, record and telemeter bi-directional power flows between the Seller's electric generation
plant and Idaho Power's system at the Point of Delivery to enable administration of this
Agreement.
1.20 "Mid- Columbia Market Energy Cost" - The monthly volume weighted average of the daily on-
peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for actual
occurring non-firm energy transactions as reported by Dow Jones. If the Dow Jones Mid-
Columbia Index price is discontinued by the reporting agency, both Parties will mutually agree
upon a replacement index, which is similar to the Dow Jones Mid-Columbia Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.21 "Nameplate Capacity" —The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.22 "Net Energy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
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Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
1.23 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.

1.24 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected and the energy from this Facility is delivered to the
Idaho Power electrical system.

1.25 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.26 "Renewable Energy Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.

1.27 "Scheduled Operation Date" - The date specified in Appendix B.
1.28 "Schedule 72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.29 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.30 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.

1.31 "Surplus Energy" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
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specified in paragraph 6.2, then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER

2.1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.

2.2 Seller Independent Experts .. All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES

3.1 No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.

3.2 Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifying Facility status during the term of
this Agreement and Seller's failure to maintain Qualifying Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifying
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Facility status and associated support and compliance documents at anytime during the term of
this Agreement.

3.3 Other Project Qualifications - Seller warrants that the Facility is an "Other Project," as that term
is used and defined in Commission Order 32697. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Other Project status during the full term of this
Agreement and Seller's failure to maintain Other Project status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Other Project status and
associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY

4.1 Prior to Idaho Power accepting any energy from this Facility under this Agreement the following
requirements must be completed.
4.1.1 The Seller shall submit proof to Idaho Power that all licenses, permits or approvals
necessary for Seller to continue operations have been obtained from applicable federal,
state or local authorities, including, but not limited to, evidence of compliance with
Subpart B, 18 CFR 292.201 et seq. as a certified Qualifying Facility and evidence of
compliance with the eligibility to be classified as an Other Project as defined in
Commission Order 32697.
4.1.2 Opinion of Counsel - The Seller shall submit to Idaho Power an Opinion Letter signed by
an attorney admitted to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4. 1.1 above
are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
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Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 The Seller shall submit to Idaho Power such data as Idaho Power may reasonably require
to perform the Initial Capacity Determination. Such data will include but not be limited
to, Nameplate Capacity, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility does not exceed 10 MW. The Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
Nameplate Capacity rating of the generation units to be installed at this Facility
does not exceed 10 MW, it will be deemed that the Seller has satisfied the Initial
Capacity Determination for this Facility.
4.1.4 Nameplate Capacity - The Seller shall submit to Idaho Power manufacturer's and
engineering documentation that establishes the Nameplate Capacity of each individual
generation unit that is included within this entire Facility and also the total of these
components to determine the Facility Nameplate Capacity rating. Upon receipt of this
data, Idaho Power shall review the provided data and determine if the Nameplate
Capacity specified is reasonable based upon the manufacturer's specified generation
ratings for the specific generation units.
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4.1.5 Engineer's Certifications - The Seller shall submit an executed Engineer's Certification
of Ongoing Operations and Maintenance (O&M) Policy as described in Commission
Order No. 21690. This certificate will be in the form specified in Appendix C but may be
modified to the extent necessary to recognize the different engineering disciplines
providing the certificates.
4.1.6 Insurance - The Seller shall submit written proof to Idaho Power of all insurance required
in Article XIII.
4.1.7 Interconnection - The Seller shall provide written confirmation from Idaho Power's
delivery business unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation —The Seller's Facility has been designated as an
Idaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.9 Written Acceptance - The Seller shall request and obtain written confirmation from
Idaho Power that all conditions to acceptance of energy have been fulfilled. Such written
confirmation shall be provided within a commercially reasonable time following the
Seller's request and will not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE

5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of two (2) (not to
exceed 20 years) Contract Years from the Operation Date.

5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a)Completed all requirements as specified in Article IV of this Agreement.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has requested an Operation Date from Idaho Power in a written format. This
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Operation Date will not be prior to the date which this Agreement is approved by the
Commission as specified in Article 21.
d) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.

5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process that are not Force Maj cure events accepted by both
Parties, shall not prevent Termination Damages from being due and owing as calculated in
accordance with this Agreement.

5.4 Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
such failure will be a Material Breach and Idaho Power may terminate this Agreement if Seller
does not cure the delay default within 120 days.

5.5 Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated. Seller shall respond within 15 days. In the event of a dispute regarding the
calculation of Termination Damages, either party may resort to a court of competent jurisdiction.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY

6.1 Net Energy Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy up to 10
average monthly megawatts to Idaho Power at the Point of Delivery.

6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amounts:
Month kWh
March 6,763,636
Season 1 April 6,545,454
May 6,762,960
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July 6,763,636
Season 2 August 6,763,636
November 6,544,800
December 6,762,960
June 4,363,200
September 6,545,454
Season 3 October 6,763,636
January 6,763,636
February 6,109,091
6.2.2 Seller's Adjustment of Initial Year Monthly Net Energy Amounts
6.2.2.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 25.1, the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts.
6.2.2.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three (3) months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power the Seller may revise all other previously provided
Net Energy Amounts, (3) monthly Net Energy Amounts shall not exceed 10
average MW. This information will be provided to Idaho Power by written notice
in accordance with paragraph 25. 1, no later than 5:00 PM of the 5th day following
the end of the previous month or by electronic notice provided and verified via
return electronic verification of receipt to the electronic notices address specified
in paragraph 25.1 no later than 5:00 PM of the 5 0' day following the end of the
previous month. Failure to provide timely written notice of changed Net Energy
Amounts will be deemed to be an election of no change from the previously
provided monthly Net Energy Amounts.
6.2.3 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's
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declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 12.2.1 or 12.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU = Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH = Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA ((
SGUX NEA ) X
( ) ) Amount TGU
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT

7.1 Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the non-levelized energy price as specified in Appendix D.

7.2 Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price as specified in Appendix D.

7.3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price shall
be the non-levelized energy price as specified in Appendix D.

7.4 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in Appendix D,
whichever is lower

7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,440, 000 kWh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate and deliver no
more than 10 average MW monthly and therefore does not intend to generate and
deliver Inadvertent Energy, Idaho Power will accept Inadvertent Energy that does not
exceed the Maximum Capacity Amount but will not purchase or pay for Inadvertent
Energy.

7.6 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power will be
disbursed to the Seller within thirty (30) days of the date which Idaho Power receives and
accepts the documentation of the monthly Net Energy actually delivered to Idaho Power as
specified in Appendix A.

7.7 Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
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rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122, 695 P.2d 1 261 (1985), Afton Energy, Inc. v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
CFR §292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1 Pursuant to Commission Order 32697 the Environmental Attributes and Renewable Energy
Certificates as defined within this Agreement and directly associated with the production of
energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND INTERCONNECTION

9.1 Design of Facility - Seller will own, operate and maintain the Facility and any Seller-owned
Interconnection Facilities so as to allow safe and reliable generation and delivery of Net Energy
and Inadvertent Energy to the Idaho Power Point of Delivery for the full term of the Agreement
in accordance with the GIA.
ARTICLE X: METERING AND TELEMETRY
10.1 Metering - In accordance with the GIA and this Agreement Idaho Power shall, for the account of
Seller, provide, install, and maintain Metering Equipment to be located at a mutually agreed
upon location to record and measure power flows to Idaho Power. The Metering Equipment will
be at the location and the type required to measure, record and report the Facility's Net Energy,
Station Use, Inadvertent Energy and maximum energy deliveries (kW) at the Point of Delivery in
a manner to provide Idaho Power adequate energy measurement data to administer this
Agreement and to integrate this Facility's energy production into the Idaho Power electrical
system.
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10.2 Telemetry - In accordance with the GIA and this Agreement, Idaho Power will install, operate
and maintain at Seller's expense communications and telemetry equipment which will be capable
of providing Idaho Power with continuous instantaneous telemetry of Seller's Net Energy and
Inadvertent Energy produced and delivered to the Idaho Power Point of Delivery to Idaho
Power's Designated Dispatch Facility.
ARTICLE XI- RECORDS

11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content acceptable to Idaho Power.
11.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12.2 Acceptance of Energy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.)If energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.)If interruption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 CFR §292.304.
C.) If temporary disconnection and/or interruption of energy deliveries is in
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accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropnate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix D. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage that is not caused by an event of
Force Majeure, Seller may, after giving notice as provided in paragraph 12.3.2 below,
temporarily suspend all deliveries of Net Energy to Idaho Power from the Facility or
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from individual generation unit(s) within the Facility impacted by the Forced Outage for
a period of not less than 48 hours to correct the Forced Outage condition ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Energy occurred, the Net Energy Amount will be
adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determine Idaho Power's acceptance
of the described Forced Outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 12.3.1. Idaho Power's acceptance of the Seller's
Forced Outage as an acceptable Forced Outage will be based upon the clear
documentation provided by the Seller that the Forced Outage is not due do an event of
Force Majeure or by neglect, disrepair or lack of adequate preventative maintenance of
the Seller's Facility.
I 12.4 Scheduled Maintenance - On or before January 31s'of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
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maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.5 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE Xffl: INDEMNIFICATION AND INSURANCE

13.1 Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifying Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifying Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.

13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix E.
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ARTICLE XIV: FORCE MAJEURE
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Any human caused fluctuations and/or changes of the motive force and/or the fuel supply is not
an event of Force Majeure. If either Party is rendered wholly or in part unable to perform its
obligations under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Majeure, provided that:
(1)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3)No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XV: LIABILITY; DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
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15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
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19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix E. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
19.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
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Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may qRly be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION

20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER

21.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS

22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
. .
exercising such rights or remedies.
ARTICLE XXffl: MODIFICATION

23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES

24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES

25.1 All written notices under this Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepaid, as follows:
To Seller:
Original document to:
J.R. Simplot Company
Attn: Corporate Secretary
P.O. Box 27
Boise, ID 83707
Telephone: [phone]
Fax: [phone]
Cony of document to:
J.R. Simplot Company
Attn: Don Sturtevant
P.O. Box 27
Boise, ID 83707
Telephone: [phone]
Cell: 208-340-3436
E-mail: [e-mail]
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
E-mail: [e-mail]
Either Party may change the contact person and/or address information listed above, by providing written
notice from an authorized person representing the Party.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. § 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 41
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 Prior to the Seller executing this Agreement, the Seller shall have:
a) Acknowledged responsibility for all interconnection costs and any costs
associated with acquiring and/or maintaining adequate firm transmission
capacity to enable the project to be classified as an Idaho Power firm network
resource. If final interconnection or transmission studies are not complete at
the time the Seller executes this Agreement, the Seller understands that the
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Seller's obligations to pay Termination Damages associated with the projects
failure to achieve the Operation Date by the Scheduled Operation Date as
specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
b) Commission Order 32697 provides different published avoided costs for
Hydro projects, Canal Drop Hydro projects, Solar Projects, Wind Projects
and Other Projects. The Seller shall provide acceptable and verifiable
evidence to Idaho Power that demonstrates the Facility is eligible for the
published avoided costs requested by the Seller and contained within this
Agreement.
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer's Certifications
Appendix D - Other Project Purchase Prices
Appendix E - Insurance Requirements
ARTICLE XX VII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XX VIII: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
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26.3
27.1
28.1
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Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company J.R. Simplot Company
By
.
(J Lisa A Grow
Sr. Vice President, Power Supply
By ç11 '-
Prmt jJ( oek
Title JiC-ia. Pr ri
Dated 2- I ? (3 Dated
2(ifac3
"Idaho Power" "Seller"
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A—i MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0 Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the Metering Equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Facility
Output
Station
Usage
Metered
Maximum Generation
kW
Net Generation
Breaker Opening Record Breaker Closing Record
Date Time Meter Reason Date Time Meter
* Breaker Onenina Reason Codes
1 Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
S Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)
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 Energy Sales
Agreement to which I am a Party.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Management
Name: Paul Malek
Telephone Number: 208-234-5433
Cell Phone: [phone]
24-Hour Project Operational Contact
Name: Central Control Operator
Telephone Number: 208-234-5450
Project On-site Contact information
Name: Paul Malek
Telephone Number: 208-234-5433
Cell Phone: [phone] (24-hour)
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APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Simplot - Pocatello
Project Number: 41866113
B-i DESCRIPTION OF FACILITY
The Seller's Facility is described as one General Electric synchronous generator with a three-phase
nameplate rating of 18.75 MVA at 13.2 kV three phase, 60 hertz, driven by a steam turbine. The total
project output is 15.9 MW.
Var Capability (Both leading and lagging) Leading is Q Lagging is Q
B-2 LOCATION OF FACILITY
The facility is located in the South Half of Section 7, Township 6 South, Range 34 East, Boise
Meridian, Power County, Idaho.
Near: Pocatello, Idaho.
Actual or nearest physical street address: 1150 Highway 30 West, Pocatello, ID 83204
GPS Coordinates: 112.5278 Longitude, 42.9093 Latitude State: Idaho County: Power
Description of Interconnection Location: The Interconnection Point for the Simplot Pocatello
Project is the low-side bushings of the Idaho Power owned Don Substation metal clad vacuum
breaker connected to the Simplot three phase transformer bank. The project's location is in the
South Half of Section 7, Township 6 South, Range 34 East, Boise Meridian, of Power County,
Idaho.
B-3 SCHEDULED OPERATION DATE
The Scheduled Operation Date shall be no later than 120 days after a Commission final non-
appealable order has been issued approving this Agreement as specified in Article 21.
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B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 15.9 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2% of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
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B-7 METERING AND TELEMETRY
The GIA and this Agreement will determine the specific metering and telemetry requirements for
this Facility. At the minimum the Metering Equipment and Telemetry equipment must be able to
provide and record hourly energy deliveries to the Point of Delivery and any other energy
measurements required to administer this Agreement. These specifications will include but not
be limited to equipment specifications, equipment location, Idaho Power provided equipment,
Seller provided equipment, and all costs associated with the equipment, design and installation of
the Idaho Power provided equipment. Seller will arrange for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Power's use, terminating at Idaho Power's facility capable of providing Idaho
Power with continuous instantaneous information on the Facility's energy production. Idaho
Power provided equipment will be owned and maintained by Idaho Power, with total cost of
purchase, installation, operation, and maintenance, including administrative cost to be reimbursed
to Idaho Power by the Seller. Payment of these costs will be in accordance with the GIA and the
total metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in the GIA or Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation ("NRD") application has been accepted by Idaho Power's Delivery business unit.
Federal Energy Regulatory Commission ("FERC") rules require Idaho Power to prepare and
submit the NIRD. Because much of the information Idaho Power needs to prepare the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for NIRD status for this Facility,
the Seller shall have completed all requirements as specified in the GIA for interconnection of
this Facility. Seller's failure to provide complete and accurate information in a timely
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manner can significantly impact Idaho Power's ability and cost to attain the N)
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself/herself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No. and hereinafter
referred to as the "Project".
4.That the Project, which is commonly known as the Project, is located in
Section Township Range ________, Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a year period.
6.That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7.That Engineer has no economic relationship to the Design Engineer of this Project.
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8.That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies , based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
______ years of the Agreement.
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 Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
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APPENDIX D
OTHER PROJECT PURCHASE PRICES
D-1 Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Errata to Order
32697, dated January 2nd 2013 and Order 32737 dated February 5 0', 2013 with seasonalization
factors applied:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2013 40.80 66.62 55.52
2014 40.96 66.88 55.73
2015 43.48 70.98 59.15
D-2 Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Errata to Order
32697, dated January 2, 2013 and Order 32737 dated February 5th, 2013 with seasonalization
factors applied:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2013 35.45 57.88 48.24
2014 35.61 58.14 48.45
2015 38.12 62.24 51.87
D-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price shall be
the non-levelized energy price in accordance with Commission Errata to Order 32697, dated January
2nd, 2013 and Order 32737 dated February 5 0', 2013 with seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2013 38.42 62.73 52.28
2014 38.58 62.99 52.49
2015 41.09 67.09 55.91
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APPENDIX E
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the
term of the Agreement.
Insurance Requirements:
1.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2.If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate
this Agreement.
3.Prior to the Facility delivering any energy to Idaho Power under this Agreement and
subsequently within 10 days of the annual anniversary of the Operation Date, the Seller shall
provide a Certificate of Insurance in the name of Idaho Power Company and list Idaho Power
Company as an Additional Insured Endorsement and Waiver of Subrogation Endorsement.
4.The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
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