20131028Attachments.pdf

FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
TUANA GULCH WIND PARK L.L.C.
TABLE OFCONTENTS
TITLEArticle
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and SaleofNet Energy
7 Purchase Price and Method of Payment
8 Envlronmental Attributes
9 Facility and Interconnection
l0 Disconnection Equipment
1l Metering and Telemetry
12 Records
13 Protection
14 Operations
15 Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liabilitv; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Addirional Terms and Conditions
30 Severability
3l Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
EXHIBIT {
2118t2005
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
TUANA GI.]LCH WIND PARK. L.L.C.
Project Number: 31 31 5065
THIS AGREEMENT, entered into on this tSn day of--Febu[ary- 2005 benveen
TUANA CULCH WIND PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as *Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "eomtdssM'- The Idaho Public Utilities Commission.
1.2 'eqtract Vgaf" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
"Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
"Facility" - That electric generation facility described in Appendix B of this Agreement.
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1.6 "First Energ.y Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconncction in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadyertgn!-E[glgy" - Electric energy Seller does not intend to generate. Inadvertent energy is
mr.rre parricrrlarly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
l.l0 "lnitial 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 theretbre eligible to be paid the publlshed rates rn accordance with Commission
Order No. 29632.
l.l 1 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of tlrc trarrslurmation and transnrission of cncrgy betwecn thc point whcrc thc Facility's cncrgy 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.
l.l2 "Market Enerqy Cost" - Eighty-five percenf (Rsqa) of the weighfed average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 ' Mate11al grc4gb" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
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l.l4 "Maximum Capacity Amo " - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
l.l5 "Me!ettrl€!qgip![g4: - All equipment specified in Schedule 7?,thc Gencratiou Lrtcrconlection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho lowcr's systcm'
1.16 "Ng!_Engrgy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to ldaho Power at
the Poinr of Delivery for the full term of the Agreement. Net Energy does not include lnadvertent
Energy.
1.17 'ApqAlpdDalg" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
l.l8 ' PgU!_Sf lglfvqy" - The location specified in Appendix B, where Idaho Power's and the
Seller' s electrical facilities are interconnected.
1.19 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safcly, depcur.lably, efficicntly and cconomically.
1.20 "Scheduled Operat " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
I .21 "Schedule 72" - Idaho Power' s Tariff No l0l , Schedu I e 72. or if s srrccessor schedrr les as
approved by the Commission.
1.22 "Sgagg!" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "S!ati-gn__!^e" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
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I .25 "surplus Energy" - ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 1107o 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 9OVo of the monthly Net Energy Amount for the corresponding month
spccificd in paragraph 5.2, thcn all Nct Encrgy dclivcrcd by the Focility to the Idaho Porver
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.
1.26 "fotnt Cc,st of tn" er " - The total cost of structures, equipment and appurtenances.
ARTICLE TI: NO R.ELIANCE 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 pertbrming hereunder and has not rehed upon
the advice, experience or expe(ise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Z.Z Sellcr Iudcpcrrdcnt Expcrts - All pr"ofcssionals or cxpcfts including, but not limited to, enginccrs,
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 Itr: 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 Oualifying Facility Stanrs - Seller warrants that the Facility is a "Qualifying Facility," as that term
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is used and defined in l8 CFR 5292.207 . 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 bc a Matcrial Brsach ul
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
enexgy from the Seller. Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 CFR 292.207.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and tn good standtng rn 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 rcasonablc indcpendent review, counscl is of thc opinion that Scllcr 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 ldaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion- Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be govemed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law ( I 99 I ).
4.1.3 Initial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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5.1
5.2
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&I{) Policy as dcscribcd in Commission Order No.2169O. These certificates rvill be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1 ,5 Insurance - .Srrhmit wriften proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fuIfilled. Such written confirmation shall be
provided within a commercially reasonable time tbllowrng the Seller's request and wrll
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPtrRATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from ltlahu Power u[ the Operatiuu Datc.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Datc will bc an cvcnt of dcfoult.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacrty Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Lritial Year Monthly Nct Encrgy Amounts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
Supteurbcr
October
January
February
kwh
3,100,625
2,689,296
2,501,984
1,910,208
1,781,958
1,884,234
2.,4)s2qs
2,711,046
2,422,340
2,621,565
1,923,853
2.559,792
Season 3
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6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 56 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: (l) the Seller mav not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 56 day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adiustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as speciflred in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2
suspension under paragraph 14.2.1 or
the tbllowing:
Where:
fbr the specific month in which the reduction or
14.3.1 occurs will be reduced in accordance with
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
If ldaho Power is excrrsed from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
n)
b.)
TGU =
RSH =
Adiusted
NeiEne.gy = NEA
Amount ffiil x NEA ) x(((ffi))
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations fbr
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.
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 (1O7o) 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
Net Energv Purchase Price - For all Net Energy, Idaho Power will pay the nonlevelized energy
price in accordance with Commission Order 29646 with seasonalizatron tactors apphed:
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
201 5
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Season I - (73.50Vo)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
s0.91
52.O7
53.28
54.51
55.76
57.05
58.37
59.72
SeasonZ -(120.00Vo)
Mills/kWh
60.41
61.80
63.23
64.68
66.'17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season3 -(100.007o)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
Sumlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specif,red in paragraph 7.1,
whichever is lower.
Inadvenent Energy -
7.3.1 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
multiplicd by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 7M 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
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Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than l0
average MW and theretbre does not intend to generate lnadvertent Energy, ldaho Power
will accept lnadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for lnadver-tent Energy
Payment Due Date * Energy payrlleuts tu tlte Seller will bc disburscd withirr 3O r.lays uf ths datc
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreernent will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enere_y. Inc., 107 Idaho
781,693P.2d427 (1984); Idaho Power Company v. Idaho Public Utilities Commission, 107
ldaho 1 122,695 P.zd 1 261 ( 1985); Afton Energy. Inc. v. Idaho Power Company, l l l Idaho 925,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributcs includc, but arc not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and lnadvertent Energy to the Idaho Power Point of Delivery for the full
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term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
lnterconnection Facilities will be in accordance wtth Schedule'l'2,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incunctl by Idalru Puwer fur otluiprrrent costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation lnterconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - 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
mcasurc power flows to Idaho Powor in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
IIse, Inadverfent F,nergy and maximum energy deliveries (ktM) 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incured by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by ldaho Power when the meters are to be inspected,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periudic tcst sEhsdulc rclevamt tu thc cquipmcnt installcd as specificd in Appcndix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shoner of ( I ) a period equal to r.rne{ralf the tirrrc fruru thc tlatc
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
Tclcmctry - Idoho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and lnadvertent Energy produced and
delivered to fhe Idaho Power Point of Delivery to Idaho Power's Desienated Dispatch Facility.
ARTICLE XII - RECORDS
l2.l Maintenanceof 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
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and maximum generation (kW) records in a form and content recommended by ldaho Power.
12.2 Inspection - Either Party, after reasonable notice to the other Pany, shall have the right, during
normal business hours, to lnspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLtr Xru - PROTtrCTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, lhe Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the Naticrnal
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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, ldaho
Power may physically intemrpt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such inremrption prior to its occurrence as provided irr paragraph 14.9. Scllcr shall providc
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back up protoction for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTTCI F XIV - OPERATIONS
14.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14 .2 Energy Acceptance -
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14.2.1 Idaho Power shall be excused fiom accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented trom dorng so by an event of Force Maleure, or if Idaho Power
determines that curtailment, intemrption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
crlugcru.ics, clcctriual systtrlu uperating conditions on its systcrn rrr as othcrwisc rcquirod
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsaf-e or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may physically intemrpt
rhe flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
'14 7 Seller Declared Strspension of F.nergv Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
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Idaho Power from the Facility or from individual generation uni(s) within the Facility
impacted by the tbrced outage for a period of not less than 48 hours to correct the forced
outage condrtlon ("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 14.3.2 and will continue for the
tirle as specificd (not lcss than 48 hours) in the writtcn notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy f)eliveries as provided in
paragraph 14.3.1, 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 XXVffi 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 documenmtion provided by thc Sellcr to dctcrrrrine Itlalro Puwcr's auceptalcc
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power's acceptance of the Seller's
torced 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.
14"5 Voltage Levels - Seller" in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (1O7o) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
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necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
nght to hnxt the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
ldaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 SchedulEd Maiutcnancc- On or bcforc January 3l of cach calcndar ycar, Sellcr 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.
14.8
The Parties determination as to the acceptability of the .Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circurnstances, real tirrre operations o[ the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
14.9
ARTICLE XV: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agrce 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 construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
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this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Conrprchcnsivc Ccncral Liability Insurancc for both bodily injury and propcrty damagc
with limits equal to S1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current lnsurance Industry Utility practices for
similar Property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee ar;
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall lurnish Idaho Power a certificatc uf irrsurarcc, tugether with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reaton, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
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,
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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, trres, hghtnrng, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise ofdue diligence, it shall be unable to
uvclcullrc, If either Party is rcndcrcd wholly or in part unablc to pcrform its obligations undcr
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:
(l) The non-performing Party shall, as soon as is reasonahly possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occulrence.
(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 XVTI: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement. including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
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17.2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
17.3
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. 'l'heretore, sub3ect to ldaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished lnterconnection
Facilities upon, along artd uver arry arrtl all public loads, $trccts and highways, thcr: thc usc by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
focilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4,Idaho Power shall not be required to compensate
Seller for exercising its rights under this pNagraph 17.2.
Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accornrnodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragtaph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as requircd by paragraph
17.4,ldaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17 .4 Conditions of Usc ' It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties a$ee that the exercise by Idaho Power of
any of the rights ennmerated in paragraphs 17.2 and 17.3 shall: (l) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVItr: LIABILITY: DEDICATION
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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTTCI,E XTX. SEVERAI, OBI,IGATIONS
19.1 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 joinr
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.
20.1 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 XXI: CHOICE OF LAWS AND VENUE
2l.l 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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22.1
ARTICLE XXII: DISPUTES AND DEFAULT
Disputes - All disputes related to or anslng under thrs Agreement, rncludrng, but not llmlted to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
ZZ.2 Nuticc uf Dcfault -
22.2.1 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 Iegal or equitable remedies.
22.2.2 Material Breaches * The notice and cure provisions in paragraph 22.2.1 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.
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide ldaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 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
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22.3.3
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller provtdtng the requtred certtficate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agrccrrrcrrt. Lr addition, Seller will supply Idaho Powcr with copics of any lrew ur
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1.\f at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4-l-l or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXTtr: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 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 XXV: SUCCESSORS ANN ASSIGNS
25.1 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,
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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
ur L:urrtraut. ItJahu Power shall havc tlrc right to bc notifiod by thc financing cntity that it is
exercising such rights or remedies.
ARTICLE XXVI: MODIFICATION
26.1 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 XXVTI: TAXES
27.1 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 XXVIII: NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Tuana Gulch Wind Park, L.L.C.
Attn: Larry Leib
l424Dodge Ave
Helena, MT 59601
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices. which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceabitity 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 XXXI: COUNTERPARTS
31.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXTI: ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporzmeous oral or written agreements between the
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Parties concerning the subject matter hereof.
IN WffNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective naltles ott tlte datcs sst furth bcluw.
Idaho Power Company Tuana Gulch Wind Park L.L.C.
,/BY /.€ r' ,//*
u/ James Carkuli s */1 ur.,,., /o/.,rr/,.u
Dated
, 1 "n",r,- ,/f t*, 'Z o* {-
"Seller"
BY \LK
N. Vern Porter - Mgr Power Supply Operations
feut*tv t8, Zos
"Idaho Power"
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APPENDIX A
A -I MONTHLY POWER PRODUCTTON AND SWITCHING REPOR'T
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise,Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, [nadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
}TON'THLY POWER PRODUC'I'ION AND SWI'I'CHING R"BPOR'I'
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Station
Usage
Station
Usage
Metered
Maximum Generation
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
Breaker Onening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbsnce of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cousc Unknown
Other (Explain)
*Reeson
Breaker Closing Record
f)ate Time Mefer
*
I
,,
3
4
5
6
7
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signoture Dote
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or l-80G635-1093 and leave the following
information:
o Project Identification - Project Name and Project Number
o Current Meter Readingo Estimated Generation for the current day
o Estimated Generation for the next day
Planned and Unplanned Project outages
Call I 80O 345 l319 and leave the following informotion:
o Project Identification - Project Name and Project Numbero Approximate time outage occurredo Estimated day and time of project coming back online
Seller' s Contact lnformation
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Proiect On-site Contact information
Telephone Number:
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B1
APPENDX B
FACILITY AND POINT OF DELryERY
PROJECT NO.313r5065
TUANA GULCH WIND PARK
DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
LOCATTON OF FACILITY
Ncar: Ilagcrman, Idaho
Sections: 1.6.7.12.18.19 Township: 75 Range: l2E County: Twin Falls Idaho.
Sections: 19.30 Township: 65 Range: l3E County: Twin Falls Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2005 as the estimated Scheduled First Energy Date.
Seller has selected January 15. 2006 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.7 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with ScheduleT2 and the Generation Interconnection
Process.
MAXIMUM CAPACffY AMOUNT: This value will be 1O.5 MW which is consistcnt with thc
value provided by the Seller to Idaho Power in the Generation lnterconnection process. 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.
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B-5 POINT OF DELIVERY
"Point of Delivery" meansn unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electncal system. l-he Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will bccotuc arr itrl'cgral part ul tlris Agreemcnt.
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 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 27a 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, conduclor 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
Agrccmcnt. If ot onytime 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 calcrrlation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The ldaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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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
wrtl 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. The entire Generation
Lrtsrcururection proccss, including but not limitcd to thc cquipmcnt spccifications and
requirements will become an integtal part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's comrnunications
equipment and dedicated to Idaho Power's nse terminafing at the Idaho Power facilities capahle of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to ldaho Power by the Seller. Payment of these costs will be in accortlance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agpeement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The ldaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will include but
not be limited to equipment specifications, equipment location, Idaho Power provided equipment,
Sellcr providcd cquipmcnt, and all costs associated with thc cquipment, dcsign and installation of
the Idaho Power provided equipment. The entire Generation Interconnection process, including
but not limiled to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. Thc Idaho Powcr Ccncration Intcrconncction proccss will dctcrminc thc Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their intcrconncction wiring for cnginccring approval prior to installation. Thc cntirc Ceneration
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained hy Jrlaho Power, with total cost of prrrchase, installation, operatinn, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-10 COSTS
The Idaho Power Generation lnterconnection process and this Agreement will identify all cost for
thrs Facrlrty to lnterconnect to the Idaho Power system, inctudrng but not lrmited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
lntcrconnection process and in accordance with Schedule 72 and this Agrccment thc Scllcr will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
- 34-
2lt8t2m5
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs,
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
rnaintcnancc chargc within sixty (60) days of the dctcrmination of this amount.
B-I1 SALVAGE
No later than sixty (60) days after the termination or expiratinn of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under SchedrleT2, the Generation
Interconnection Process and/or described in this Agreement, Iess the cost of removal and transfer
to Idaho Power'.s nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after re,ucipt r"r[ thc invuice. Sellcr shall lravc the right to uffset the invoice
amount against any present or future payments due Idaho Power.
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The
APPENDX C
ENGINEERS CERTIFICATION
0t,
OPERATIONS & MAINTENANCE POLICY
on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follorvs:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand this Statement is identified as IPCo Facility No.
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 twenty (2O) 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 Fngineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
36-
?/t8t2005
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreemenl
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
Larowlodgc and thcrcforc scts his hand and scal bclow.
(P.E. Stamp)
Date
By
- 37-
?,18t2005
APPENDIX C
ENGINEER' S CERTIFICATTON
OF
ONGOING OPERATIONS AND MAINTENANCE
Thc uudcrsigned on bchalf of himsclf and
to as "Engineer," herebyhereinafter collectively referred
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing io 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 IPCo Facility No.and hereinafter referred to as the
"Project".
4. That
the
the Project,which IS commonly known
Project, is locarcd at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project. its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
hoject will continue producing at or near its design electrical output, efficiency and plant factor for the
- 38-
2n8t2005
remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on bngrneer'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
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
- 39-
2fi8t2ffi5
APPENDIX C
ENGINEER S CERTIFICATION
Ut
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
hetween Tdaho Power as Buyer, and as Seller. dated
3. That the cogeneration or small power production project which is the subject of the
and is hereinafterAgreement and this Statement is identified as IPCo Facility No
referred to as the "Project".
4. That the Project, which is commonly known as the
Project, is located in Section _, Townshrp
Range Boise Meridian,County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical
energy to Idaho Power for a (_) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same tyPe as this Project,
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Proiect,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
- 40-
ut8t2005
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
temrs of thc Agrccnrcnt and with Prudcnt Dlcctrical Practiccs for a (_) ycar pcriod.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P.8. Stamp)
Date
- 41-
2n8t200s
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GOLDEN VALLEY WIND PARK LLC
TABLE OF CONTENTS
TMLEArticle
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 Disconnection Equipment
1l Metering and Telemetry
12 Records
13 Protection
14 Operations
15 krdemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
2L Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
EXHIBIT 2
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
GOLDEN VALLEY WIND PARK LLC
Project Number: 3 I 765 160
THIS AGREEMENT, entered into on this day of____Itlay_ 2005 between
GOLDEN VALLEY WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPAI.IY, an Idaho corporation (Idaho Power), hereinafter sornetimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WIIEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINTIIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "eommi.&l" - The Idaho Public Utilities Commission.
1.2 "Qg4trqg!-Yeet" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch F '- Idaho Power's Systems Operations Group, or any subsequent
group designated by Idatro Power.
1.4 "Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "E4gili!y" - That electric generation facility described in Appendix B of this Agreement.
51)
1-
5t412005
1.6 "First Enersv Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfred the requirements of Article IV and the Se1ler begins delivering energy to
Idaho Power's system at the Point of Delivery'
1.7 "Generation lnterconne " - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 atd the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "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. 29632.
l. I I "fuSES" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and uansmission 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.
7.12 "MarkelE4etgtee$" - Eighty-five percent (857o) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
I .1 3 "MaXgdaI BIgAgh" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
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5t412005
l.l4 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "M9teriug_@ippgnL - All equipment specified in Schedule 72,the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). 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.
l.l7 "Operation_Dqle" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Eqin!_qfDglivgly" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "Prudent Electrical krct " - 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.
|.20..@''-ThedatespecifiedinAppendixBwhenSelleranticipates
achieving the Operation Date.
l.2l "schedule 72" -Idaho Power's Tariff No 101, ScheduleT2or its successor schedules as
approved by the Commission.
1.22 "SgA!9!" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and./or distribution lines and
transformers as described in Appendix B, Schedule 72 or theGeneration Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Slation_Usg" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
1.25 "Sue!u.Q Enelgy" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 1107o 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 907o of the monthly Net Energy Amount for the corresponding month
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 ldaho Power electrical system prior to the Operation Date.
I.26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE Itr: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and 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.
Oualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as thar rerm
-4-
2.2
3.1
3.2
4.1
is used and defined in 18 CFR 9292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 CFR 292.207 .
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Irtter signed by an attorney
admiued to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
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 Initial Capacitv Determination - 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, equipment specifications, prime mover data" resource
characteristics, normal and/or average operating design conditions and Station Use data.
-5-
5.1
5.2
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognizs the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
-6-
5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
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:
6.1
6.2
Season 1
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
3,612,966
2,787,964
2,095,176
1,513,939
1,662,174
2,387,942
3,351,561
r,939,187
2,387,420
2,734,798
t,496,47r
2.659,638
Season 3
-7-
5t412005
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5ft day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 f.or the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energ Amount -
6.2.3.L No later than the Operation Date, by written notice given to ldaho Power in
accordance with paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 56 day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
-8-
514t2005
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) ff Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 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.
psH = Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3-1
TH = Actual total hours in the current month
Resulting formula being:
tfli"{i" = NEA ( ( ffi x NEA ) " ( H ) )
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 (l0%o) of the sum of the Initial Year Net
Energy Amounts as specifred in paragraph 6.2 shall constitute an event of default.
-9-
ARTICLE Vtr: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Year
200s
2006
2007
2008
2009
201 0
201 1
2012
2013
2014
2015
2016
2017
2018
201 I
2020
2021
2022
2023
2024
2025
2026
Season | - (73.50%)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
53.28
54.51
55.76
57.05
58.37
59.72
Season2 -(l20.O0Vo)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season3 -(100.0070)
Mills/kWh
50.34
51.50
52.69
s3.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
Surplus Energv Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energy -
7.3.1 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
l0-
7.4
Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for lnadvertent Energy
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which ldaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781,693P.2d427 (1984); Idaho Power Company v. Idaho Public Utilities Commission, 107
ldaho 1122,695 P.zd I 261 (1985); Afton Energry. Inc. v. Idaho Power Compan),, I I I Idaho 925,
729P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned lnterconnection 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
- 11-
7.5
8.1
9.1
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOIJIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation lnterconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTTCLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. 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) in a nunner 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incured by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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10.1
11.1
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
ll.2 Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard meter used in the
test, adjustrnent (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
11.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
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 ldaho Power's Designated Dispatch Facility.
ARTICLE Xtr - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, lnadvertent Energy
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t2.t
t3.l
12.2
and maximum generation (kW) records in a form and content recommended by Idaho Power.
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,
lnadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XM. PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt ofthe Generation Interconnection Process. 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 custorners, Idaho
Power may physically intemrpt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, ldaho Power will attempt to notify Seller
of such intemrption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished lnterconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
14.l Communications
ARTICLE XTV - OPERATIONS
- Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14 .2 Enersl'Acceptance -
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14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, or if ldaho Power
determines that curtailment, intemrption or reduction of Net Energy or lnadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. ff, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 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 physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facilily to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
1.4.3 Seller Declared Suspension of Energv Deliveries
L4.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
_ 15_
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. ln the month(s) in which the Declared Suspensibn of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.I, the Seller will notify the Designated Dispatch Facilily 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 XXVIII 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 14.3.1. 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.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall rninimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. ldaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (lOVo) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
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necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
I4.7 Scheduled Maintenance - On or before January 31 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
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.
14.8 Maintenance Coordination - The Seller and ldaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSI.]RANCE
15.1 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 construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
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this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2,1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar ProPerty.
15.2.2 T:he above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall fumish ldaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
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,
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16.1
17.1
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 otler labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation 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. 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 ofthe 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 XVtr: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, lnterconnection Equipment, Disconnection F,quipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
ldaho Power's approval and in recordable form.
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17.2 UseofPublicRights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
17 .3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph l7.4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
pNagraph 17.3.
17 .4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVtr. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to ldaho Power exercising its rights under this Article XVtr.
ARTICLE XVItr: LIABILITY: DEDICATION
18.1 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. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereofto the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XD(: SEVERAL OBLIGATIONS
19.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are iltended 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 XX: WAIVER
20.1 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 XXI: CHOICE OF LAWS AND VENUE
2l.l 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARTICLEXXtr: DISPUTES AND DEFAULT
22.1 Disputes - All disputes related to or arising under this Agreement, including, but not Iimited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
22.2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
223 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph l5.2.If Seller
22.2.2
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.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 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.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
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
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22.3.2
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
22.3.3 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
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXItr: GOVERNMENTAL AUTHORZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Parry of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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,
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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.
26.1
ARTICLE XXVI: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
27.1
ARTICLE XXVtr: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a Iien upon the Facility or the Interconnection Facilities.
ARTICLE XXVII NOTICES
28.I All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Golden Valley Wind Park, LLC
1424Dodge Ave.
Helena, MT 59601
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
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Copy ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTERPARTS
31.1 This Agreement rnay 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 XXXtr: ENTIRE AGREEMENT
32.1 This Agreement constitutes tlte entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WTINESS WHEREOF, The Parties hereto have caused this Agreement to be executed
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5t4t2005
ByBy
in their respective nnmes on the dates set forth below:
Idaho PowerCompany
N. Vern Porter - Mgr Power Supply Operations
M*v 5 ,1Do5
"Idaho Powet''
Golden Valley Wind Park LLC
/f,,U'r'1
James T. Carkulis - Managing Member
Dated-- - d7" zaa{ -"Seller"
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APPENDX A
A -1 MONTHLY POWER PRODUCTION AND SWTTCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State 7ip
Facility
Output
Station
Usage
Station
Usaee
Metered
Maximum Generation
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Datc fime Meter *Reason
Breaker Closing Record
Date Time Meter
*
I
2
3
4
5
6
7
Breaker Openine Reason Codes
Lack of Adequate Prime Mover
Forced 0utage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter rcadings are
true and correct as of Midnight on the last day of the
above month and that the slvitching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
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Date
5t4t2005
A-2 ROUTINE REPORTING
Idaho Power Contact lnformation
Daily Energy Production Reporting
Catl daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
o Project Identification - Project Name and Project Numberr Current Meter Readingo Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number. Approximate time outage occurred
o Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Proiect On-site Contact information
Telephone Number:
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APPENDX B
FACILITY AND POINT OFDELIVERY
PROJECT NO. 31765160
GOLDEN VALLEY WTND PARK
B.I DESCRIPTIONOFFACILITY
The Facility will consist of 7 Wind turbines model GE sle with individual generator ratings of 1.5
MW for each unit, for a total Facility generator rating of 10.5 MW.
B-2 LOCATION OF FACILITY
Near: Burley, Idaho
Sections: EVz.E%of 24 Township: 11 S Range: 2l E County: Cassia ldaho.
B.3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected April 31. 2006 as the estimated Scheduled First Energy Date.
Seller has selected June 1. 2006 as t}re estimated Scheduled Operation Date.
In making tlese selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreernent must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
B-4 MAXMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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.
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5t412005
B-5 POINT OF DELTVERY
"Point of Delivery" rleans, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 2Vo 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 anytime 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 ldaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
- 31-
B-6
B-7
B-7
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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. ldaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
-32-
B-8
Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The Idaho Power Generation lnterconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation lnterconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. 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. The entire Generation lnterconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (1) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
B-9
- 33-
st4t2N5
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specifred in Schedule 72.
B-10 COSTS
The Idaho Power Generation lnterconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
-34-
5t4t2005
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-11 SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under ScheduleT2,the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
- 35-
514t2005
APPENDD( C
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself 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 Golden Valley Wind Park, LLC 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 IFCo Facility No.and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Golden Valley Wind Park Project, is located
in Section EYz.Erh of 24, Township 11 S, Range 21 E, Boise Meridian, Cassia County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical energy
to Idaho Power for a
-
(-) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
- 36-
5t4t2N5
APPENDD( C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigled on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to.the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and Golden Valley Wind Park, LLC 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 IPCo Facility No.and hereinafter referred to as the
"Project".
4. That the Project, which is commonly known as the Golden Valley Wind Park Project, is located
at 550 South ,700 West, Burley, Idaho
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to tdaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
- 38-
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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
-39-
APPENDX C
ENGINEERS CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively refered to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and Golden Valley Wind Park, LLC as Seller, dated
That the cogeneration or small power production project which is the subject of the
and is hereinafterAgreement and this Statement is identified as IPCo Facility No
referred to as the "Project".
4. That the Project, which is commonly known as the Golden Valley Wind Park Project, is
located in Section E%.EYz of 24, Township 11S, Range 218, Boise Meridian, Cassia County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a
-
(-) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
- 40-
5/4t2m.5
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of t}re Agreement and with Prudent Electrical Practices for a
-
(-) year period.
11. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 4t-
Project's producing at or near the design electrical output, efficiency and plant factor for a
-
(-)
year period.
9. That Engineer recognizes that Idaho Power, in 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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 37-
5t4t2N5
i"j-'n r'^
) lt ...-
FIRMENERGY SALES AGREEMENT ' .i .: iJ
BETyEEN i;:.;5" ;"
IDAHO POWER COMPANY ,. .,
,;', t, l,:.'
,AND "'t,-/i i. j
MILNER DAM WIND PARK LLC
TABLEOFCONTENTS
TTTLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; 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
Severability
Counterparts
Entire Agreernent Signatures
Appendix A
Appendix B
Appendix C
' :J
{,j
1r..'J ri? 4;1,5
- , l.lilr r^clrr,iil!sicru
Article
1
2
3
4
5
6
7
8
9
10
11
t2
13
l4
l5
I6
t7
l8
19
20
2t
22
23
24
25
26
27
28
29
30
31
32
EXHIBIT 3 10t10t2005
FIRM ENERGY SALES AGREEMENT
(10 aI\,lW or Less)
MILNER DAM WIND PARK LLC
Proj ect Number: 3 17 20 I 90
THIS AGREEMENT, entered into on trris / { day of 0"t 2005 between
MILNER DAM WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Pa.rty."
WTINESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINTIIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Commission" - The Idaho Public Utilities Commission
LZ "eontract YeAI" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 "DesiEnated Dispatch Frcility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "Eegiflly" - That electric generation facility described in Appendix B of this Agreement.
l-
l0/10/200s
1.6 "First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
l 8 "InadvertgnlEle1g." - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial Capacity Deterrnination" - 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. 29632.
1.l l "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.
I.I2 "Marks!_-Engtry_Co$" - Eighty-five percent (857o) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia krdex. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material BreAgh" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
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l0/10/2005
l.l4 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "MCtqfin&Eouipment'. - All equipment specified in Schedule 72,the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1 .16 "Ng!_Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours ftWh). 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.
1.17 "@ratiq4 !a!9" -The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Poin!_qf lelivqy" - The location specified in Appendix B, where Idaho Power's and the
Seller' s electrical facilities are interconnected.
1.19 "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.
1.20 "Scheduled Operation " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1..2L "Sghedu!9._72 - Idaho Power's Tariff No 101, ScheduleT2 or its successor schedules as
approved by the Commission.
1.22 "Sg4!e!" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "futien_Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
10/10/2005
1.25 "Suph5jEugtg" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds lIOVo 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 90Vo of the monthly Net Energy Amount for the corresponding month
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.
1.26 "Total Cost of the FrciliU" - The total cost of structures, equipment and appurtenances.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLEItr: WARRANTIES
No Warrantv 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, shength, capacity, adequacy or economic feasibility.
Oualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
-4-
2.1
2.2
3.1
3.2
l0/10/2005
4.1
is used and defined in 18 CFR 5292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.I Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.207.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attomey
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 ldaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
-5-
Loltot2m5
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date flrst written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 OperationDate-The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
-6-
l0/10/200s
5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VL PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All hadvertent Energy produced by the Facility will also be
delivered by the Seller to [daho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial YearMonthly Net Energy Amounts:
6.1
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
-7-
kwh
5,787,962
4,427,728
4,963,825
3,2L4,413
3,031,353
3,732,861
4,870,362
4,542,022
3,874,824
4,945,819
3,863,663
4,58s,851
Season 3
l0/10/200s
6.2.2 Ongoine Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one yeiu of monthly generation estimates (hitial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 56 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6-2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller ma), not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5e day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Enerry Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1. or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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l0/10/2005
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 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 14.2.1 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 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B ttrat are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU =
RSH =
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agrcement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.I or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adiusted
Nei Energy = NEA
Amount
NEA ) x(((ffix H))
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy orthe Sellerdeclared a Suspension ofEnergy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (107o) 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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7.1
ARTICLE Vtr: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Seasonl-(73.50Vo)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
s0.91
52.07
53.28
54.51
55.76
57.05
58.37
59.72
Season2 -(120.00Vo)
Mills/kWh
60.41
61.80
63.23
64.68
66.'t7
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.'14
95.29
97.50
Season3 -(100.0070)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.2s
7.2
7.3
Surplus Enerey Price - For all Surplus Energy,Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energy -
7.3.1 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,M0,000 kWh in this example would be
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7.4
7.5
Inadvenent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than l0
average MW and therefore does not intend to generate lnadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton EnerKv. Inc., 107 Idaho
781, 693 P.2d427 (198a); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122,695 P.zd 1 261 (1985); Afton Energy. Inc. v. Idaho Power Company, 1l I Idaho 925,
729 P.Zd a00 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and lnadvertent Energy to the Idaho Power Point of Delivery for the full
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8.1
9.1
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9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with ScheduleT2,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection hocess and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERTNG AND TELEMETRY
Metering and Telemetr), - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. 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) 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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11.1
r0/10/2005
17.2
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be ilspected,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and SeIIer shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 7o) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
11.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
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 Xtr - RECORDS
12.1 Maintenanceof 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
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13.1
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 XM - PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-fumished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt ofthe Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect ldaho Power's equipment, personnel or service to its customers, Idaho
Power may physically intemrpt the flow of energy from the Facility as specified within Schedule
72, the Generation lnterconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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10/10/2005
14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, or if ldaho Power
determines that curtailment, intemrption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 lf, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
lnterconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or t*e such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will tlre Seller deliver Net Energy and/or Inadvertent Energy
from the Facilily to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energl, Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
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provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. ln the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, the Seller will notify the Desigrated 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 XXVIII 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 14.3.1. 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.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (lO?o) at the Point of
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Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 3l 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
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.
14.8 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.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical systenL and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intemlption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
14.9
ARTICLE XV: INDEMNIFICATION AND INSURANCE
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 construction, ownership, operation or
- t7-
15.1
l0/10/2005
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
L5.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current lnsurance hdustry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
1.5.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specifrc reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
_ 18_
16.1
l0/10/2005
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 Operation 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. 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:
(l) The non-performing Party shall, as soon as is reasonably possible after the
(3)
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occulTence.
ARTICLE XVI LAND RIGHTS
l7.I Seller to Provide Access - Seller hereby grants to ldaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
_ t9_
(2)
l0/10/2005
Idaho Power's approval and in recordable form.
I7 .2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public righrof-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
l7 .3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph l7 .4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
l7 .4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to ldaho Power's exercising its
rights under this Article XVtr. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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10/10/2005
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVtr.
ARTICLE XVItr: LIABILITY: DEDICATION
18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XD(: SEVERAL OBLIGATIONS
19.1 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
venhre 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.
ARTICLEXX: WAIVER
20.1 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 XXI: CHOICE OF LAWS AND VENUE
2I.l 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
-2t-
lul0/200s
the Fourth Judicial District of tdaho in and for the County of Ada.
ARTICLE XXtr: DISPUTES AND DEFAULT
221 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.
22.2 Notice of Default -
22.2.1 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
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph l5.2.If Seller
22.2.2
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.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 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.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
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
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22.3.2
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22.3.3
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXII GOVERNMENTAL AUTHORZATION
23.L This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXTV: COMMISSION ORDER
24.I 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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
- 23_
1Cl/l0/2005
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 ofconsent or approval by the Seller, succeed to all ofldaho 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 XXVI: MODIFICATION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVtr: TAXES
27.1 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.
ARTICLEXXVItr: NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Milner Dam Wind Park, LLC
Attn: James T. Carkulis
515 N 276 Street
P.O. Box 7218
Boise, tdaho 83702
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10/10/2005
To ldaho Power:
Original document to:
Vice President, Power Supply
ldaho Power Company
POBoxT0
Boise, Idaho 83707
Cooy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTERPARTS
31.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXI ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
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hereof and supersedes all prior or contemporaneous oral or written agreements between the
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 Milner Dam Wind Park L.L.C.
Dated
to/t, /ar-
"Idaho Power""Seller"
C. Miller, Sr. Vice President, Power Supply
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APPENDX A
A -1 MONTHLY POWER PRODUCTION AND SWMCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise,Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State 7,tp
Facility
Outnut
Station
Usage
Station
Usage
Metered
Merimum Generetion
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Brcaker Opening Record
Date Time Meter *Reason
Breaker Closing Record
Date Time Meter
*
1
2
3
4
5
6
7
Breaker Openins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of tr'acility
Disturbance of IPCo Systcm
Scheduled Maintenance
Testing of Protcction Systems
Cause Unknown
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 Firm Eneryy Sales
Agreement to which I am a Party.
Signature Date
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A.2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., l-800-356-4328 or 1-800-635-1093 and leave the following
information:
o Project Identification - Project Name and Project Number
r Current Meter Readingr Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call l-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number
o Approximate time outage occurred
o Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
-29-
B-1
FACILTTY AND POINT OF DELIVERY
PROJECT NO. 31720190
MILNER DAM WIND PARK
DESCRIPTION OFFACILMY
The Facility will consist of 12 Wind turbines; model 77 GE SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 18.0IvtW.
LOCATION OF FACILTTY
Near:
Sections: 25.26.35 Township: Tl0S Range: R20E County: Cassia Idaho.
SCTMDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1. 2006 as the estimated Scheduled First Energy Date.
Seller has selected May 1. 2007 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 andthe Generation Interconnection
Process.
MAXIMLTM CAPACIY AMOUNT: This value will be 19.2 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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-2
B-3
B4
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B-5 POINTOFDELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy deliveries by
the Seller to the ldaho 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 ZVo 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 equiiment between the Facility and the
Idaho Power electrical system, ldaho 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 anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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B-7
10/10/2005
B-7
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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILMIES
The Idaho Power Generation lnterconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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B-8
Maintenance Charges specified in Schedule 72.
REACTTVEPOWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. 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, desigl and installation of
the ldaho Power provided equipment. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (1) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation lnterconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
B-9
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equiprnent cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incuned by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-1I SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished lnterconnection Facilities as required under ScheduleT2,the Generation
lnterconnection Process and/or described in this Agreernent, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the lnterconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for t}re net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDX C
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineern"
hereby states and cerlifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand this Statement is identified as IPCo Facility No.
the "Project."
4. That the Project, which is commonly known as the , is located in
Section
-
Township
-,
Range
-,
Boise Meridian,County,Idaho.
5. That Engineer recogrizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the sanre type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review ofthe Policy for Operation and
Maintenance ('O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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10/10/2005
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
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APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
to as "Engineer," herebyhereinafter collectively referred
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 Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.
"Project".
and hereinafter referred to as the
4. That the Project, which is commonly known as the Project,
is located at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
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9. That Engineer recogaizes 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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
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10/10/2005
APPENDX C
ENGINEERS CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
-J.That the cogeneration or small power production project, which is the subject of the
and is hereinafterAgreement and this Statement, is identified as IPCo Facility No
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 ( ) vear oeriod.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
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9. Thatthe Project has been constructed in accordance with saidplans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a _ ( ) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations
opinions contained in this Statement.
12.That Engineer certifies that the above statements axe complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
the
and
By
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Article
I
2
3
4
5
6
7
8
9
l0
11
t2
l3
t4
l5
t6
17
18
l9
20
21
22
23
24
25
26
27
28
29
30
3l
32
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHOPOWER COMPANY
AND
OREGON TRAIL WIND PARK L.L.C.
TABLE OF CONTENTS
TruLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Tcrrn and Opcration Datc
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; Dedicaticrn
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authori zation
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
EXHIBIT 4
at8t2a05
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
OREGON TRAIL WIND PARK L.L,C.
Project Number: 3 131 5075
THIS AGREEMENT, entered into on this l8'h day of--Eqbruqy- 2005 between
OREGON TRAIL WIND PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESSETH:
WHEREAS, Seller will design, constnrct, own, mainfrin and ope.rate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
TI{EREFORE, [n 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 rncanitrgs:
l.l "Commission" - The Idaho Public Utilities Commission.
1.2 ' eS$faqllggl" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 'nesignateA Oispatcn " - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "Disconnection Equipmont" - All equipment specified in Schedule 12 and the Generation
lnterconnection Process and any additional equipment specified in Appendix B.
1.5 "Eagi!!y" - That electric generation facility described in Appendix B of this Agreement.
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2/18t2005
"First Energy Date" - The day commencing at 001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Polnt of Deltvery.
"Generation lnterconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
intercgnlcctir.rlr iu currrpliance with all applicablc rcgulatory rcquirements, Prudent Elcctrical
Practices and national safety standards.
'I4dyeAenfErcryy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
"Interconnection Facilities" - All equipment specified in Schedule 72 afi the Generation
Interconnection Process and any additional equipment specified in Appendix B.
L 10 "Initial Capacitv Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
I .1 I "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 whcrc thc Facility's cilcrgy 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.
l.l2 ' MS*g-Ea9Igy..1C9$" Eighty-five percent (857a) of the u,eighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Partie.s 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.
1.13 "M!4cnal_Elggeh" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
a-L-
?/t8t2005
1.14 'tvtaxlmum Capacity emount" * The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agrcement.
1.15 "Metering EquiDment" - All equipment specified in Schedule 72, the Generation InLerconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Iduho Powcr's system.
t.t6 "Ne! lgelgy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to ldaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
l.l7 'Ape14tiS! !a!9" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Pqill9f_Delively" - The location specified in Appendix B, where Idaho Power's and the
Seller' s electrical taci I ities are lnterconnected.
l.l9 "Prudent Electrical k " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safcly, dcpcndably, cfficicntly and cconomically.
1.20 "scheduled Operat " - The date specifred in Appendix B when Seller anticipates
achieving the Operation Date.
l.2l "schedule 72" - Idaho Pnwer's Tariff Ncr 101 , ,Schedrrle 72 nr its successor schedrles as
approved by the Commission,
1.22 "Sga5e!" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
ala2ws
1.25 ' SUrylUS_fnefgy" - ( l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds llO%o of the monthly Net Energy
Amount for the correspondlng 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 9OVo of the monthly Net Energy Amount for the corresponding month
spwificd in paragraph 6.2, thcn all Nct trncrgy dclivered by thc Facility to thc Idaho Powcr
electrical system for that given month or (3) AII Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.26 "fotat Cost of tne ercility" - The total cost of stnrctures, eqn:ipment and apprrrtenances.
2.t
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller ofthe obligations set forth herein, Seller has
investigated and determined that it is capable ofperforming hereunder and has not relied upon
the advice, experience or expertise ofldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Expens - All profcssionals ur oxpcrts iucludirrg, but rrut liruitcrJ [u, crrgirrccrs,
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 Itr: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and 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.
Oualifving Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that rerm
2.2
3.1
3.2
4.1
is used and defined in l8 CFR 9292.207 . 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of ldaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.207 .
Opinion of Counsel - Submit to Idaho Power an Opinion Leuer 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 thc upirriuu that Seller is iu substarrtial
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 attomey
rendering the opinion understands that Idaho Porver is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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5.r
5.2
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Pulicy as tlesiJribed in Cqnunission Ordcr No.2l69O. Thcsc certificatcs will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4 .1.5 fnsurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1 .7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Ycors from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
-6-
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5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Datc will bs att cvent of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energ.v - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Enerq.v Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energv Atuouttts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
3. r 00,625
2,689,296
2,501,984
1,91.0,208
1,781,958
1,884,234
2,425,295
2,711,046
2,422,340
2,621,565
1,923,853
2,559,792
Season 3
-7-
6.2.2 Ongoing Monthlv Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5'h day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2. I for the next 3 months of monthly Net Energy
anlounts-
6.2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: ( l) the Seller may not revise the imrnediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5e day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amotrnts will he deemed to tre an electicrn 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 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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vta2005
Amount as specified in paragraph
suspension under paragraph 14.2.1
the followtng:
Where:
6.2 for the specific month in which the reduction or
or 14.3.1 occurs will be reduced in accordance with
NEA =
SGII =
TGU =
RSH =
Current Month's Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value will be
equal to the percentage ofcurtailment 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 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adiusted
NeiEne.gy - NEA
Amount HtxNEA)x(((ffi))
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused fiom acceptrng the Seller's Net
Energy or the Seller declared a Suspension ofEnergy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least len percent (lo7o) r:f the sulr uf thc Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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7.1
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Enerry Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
201 0
201 1
2012
201 3
2014
2015
201 6
2017
201 I
2019
20,20
2021
2022
2023
2424
2025
2026
Season l-(73.507a)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
4't.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
53.28
s4.51
55.76
57.05
58.37
59.72
Season2 -(120.NVo)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.65
72.44
74.',t6
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.1 4
95.29
97.50
Season3 -(100.007o)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70-45
72.49
74.16
75.57
77.62
79.41
81.25
7.2 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertcnt Encrgy -
7.3.1 lnadvertent 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 times 10,000 kW = 7,440,000 kWh. Energy
delivered in January in excess of 7,440,000 kwh in this example would be lnadvertent
7.3
t0-
7,4
Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than l0
average MW and therefore does not intend to generate Inadvenent Energy, lclaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payrncnt Duc Datc - Encrgy paymcnts to thc Scllcr will bc disbursed within 3O days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
lnadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A
Continuins Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energ.v. Inc., 107 Idaho
7 81, 693 P.2d 427 ( I 98a); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I 122,695 P.zd 1 261 (1985); Afton Enerey. Inc. v. ldaho Power Company, I I I ldaho 925,
729 P.zd 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR S292.303-308.
ARTICLE VtrI: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
- I l-
7.5
8.1
9.1
at8/2005
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
lnterconnection Facilities will be in accordance with ScheduleTZ,*re Generation Interconnectit-rn
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule '72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Powcr for cquipmcnt costs, installotion costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICT,F, X: DISCONNF,CTION EOTJIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and ldaho Power ongoing monthly operatlons
and monthly maintenance expenses.
ARTTCLE XI; METERING AND TELDMDTRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Scheclule 72-, Crene-ration
Interconnection Process and Appendix B of this Agreement. 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 ma;timum energy deliveries (kW) 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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ll.1
u18t2005
tt.2
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicablc pcriodic test schcdulc rclcvant to thc cquipmcnt installcd as spccificd in Appcndix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspecfion or fest shall take place, and each Parfy may have
representatives present at the test or inspection. Ifa meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payrncnts will be bascd urr thc shur tcr uf ( l ) a pcr iud equal to ouc-half the timc from thc datc
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
I 1.3 Telemetrv - Idaho Power will install, operate and maintain at Seller's expense metering,
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 ldaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XII - RECORDS
l2.l Maintenanceof 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
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and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 Inspection - Either Party, after reasonable notice to the other Pany, shall have the right, during
normal business hours, to rnspect and audlt any or all generation, Net Energy, Station Use,
lnadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
l3.l
ARTICLtr XItr - PROTtrCTION
Seller shall construct, operate and maintain the Facility and Seller-furnished lnterconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National F.lectrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically intem,rpt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provitlcrl iu palagraph 14.9. Scllcr shall providc
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPEBATIONS
14 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement,
14 .2 Energy Acceptance -
- t4-
ata2(ns
Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delrvery, if rt is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curtailment, intemrption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or nraintenance requircments,
crucrgcncics, clcctrical systsm opcrating conditions on its systcm or as othcrwisc rcquired
by Prudent Electrical Practices. lf, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intem.rption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, heginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intem.rption,
curtailment or reduction is terminated.
14.2.2 lf, 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 physically intemrpt
. the flow of energy front the Facility as specificd withirr Schcdulc 72 tsr takc sur,h utlrcr
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Ma-ximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
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Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 4E tururs) irr tlre writtcl ur.rtihcatiun pruviderl by thu
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified inparagraph6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII that will contain the beginning hour and duration of the
Declared Suspension ofEnergy Deliveries and a description ofthe 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 14.3.1. Idaho Power's acceptance of the Seller's
forccd outagc as en acccptoblc forced outage will be bosed upon the clear documentotion
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.
14.5 Voltage I.evels - Seller, in accordance with Pnrdent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (|Oc/o) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
- 16-
2118t2005
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Rampine - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
nght to limit the rate that generation is changed at stafiup, during normal operation or following
reconnection to ldaho Powerh electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Schcdulcd Maintenance - On or bcforc January 31 of cach calcndar ycar, Scllcr 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 ofthe proposed schedule.
The Parties determination as to fhe acceptahility of the Seller's timefahle for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
14.8 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.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller undcrstalrds that irr thc r.:asc uf errrcrgcucy uircunrstalrucs, real tinre opetations sf the
electrical system, and/or unplanned events Idaho Power may rot be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1 Indemnifi_cation - Each Party shall aeree to hold harmless and to indemnifu the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
- t7-
2n8t2005
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party rn entorcrng thls lndemnlty.
l5-2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability ftrsurauuc fur buth budily injury ald 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
similor proPerty'
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a cenificate of insurance, togerher with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coveraee - If the insurance coverage required by
paragraph 15.2 shall lapsc for ony rcoson, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitrrte a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
16.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
- t8-
v18t2005
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, tires, lightnrng, eprdemics, sabotage, or changes in law or regulation occurring after
the Operation 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
ovcrcorle. I[ sithsr Party is rcndcrcd wholly or in part unablc to perform its obligations undcr
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:
(l) The non-performing Party shall, as soon as is reasonably possihle after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
The suspension of performance shall be of no gleater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occulTence.
ARTICLE XVtr: LAND RICHTS
Scller to Provide Access Seller hereby grants to Idaho Power for the term of this .A,greement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
F.quipment and other Special Facilities necessary or useful to this Ag5eement. including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with tle access
described above. AII documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
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(3)
t7.t
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l7 .2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or t'ederal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilitics uporr, along and ovcr any and all public roads, strccts ond highways, then thc usc by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim rtse of srrch puhlic right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 11 .2.
17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17 .4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate ldaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities tr.r such rtcwly uunstructcd facilities. Except as requircd by paragraph
17.4, tdaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by ldaho Power of
any of the rights enumerated in paragraphs 77.2 and 17.3 shall: (l) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITY: DEDICATION
18. I 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. 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 other Party or to the public or afl'ect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
19.1
ARTICLE XIX: SEVER AT, OBT,IGATIONS
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 XX: WAIVER
20.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with resp€ct 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 XXI:CHOICE OFLAWS AND VENUE
21.1 This Agreernent shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARTICLE XXII: DISPUTES AND DEFAULT
'Z'Z.l DisDutes - AII 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.
22.2 Noticc of Dcfault -
22.2.1 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
22.2.2
writing to he given to the defaulting Party, specifying fhe 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.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to dclaults idcrrtifisd irr tlis Agrecurclrt as Material Breaches. Material Breaches nrust
be cured as expeditiously as possible following occurrence of the breach.
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
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
r'r.l
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22.3.3
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required cenificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreenlcnt. In addition, Sellcr will supply Idaho Powcr with copics of any ncw 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 descrihed in paragraph 4"1.1 orto provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXItr: GOVERNMENTAL AUTHORZATION
23.1 This Agreement is subject to the jurisdiction of those govemmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions horeof 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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,
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27.1
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 ofconsent or approval by the Seller, succeed to all ofldaho 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 Powcr shall havc thc right to bc notificd by thc financing cntity that it is
exercising such rights or remedies.
ARTICI,F, XXVI: MODIFICATION
26.1 No nrcdification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVII: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVtrI: NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Oregon Trail Wind Park L.L.C.
Attn: Larry Leib
1424 Dodge Ave
Helena, MT 59601
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29 I
To Idaho Power:
Original document to:
Vlce President, Power Supply
ldaho Power Company
POBoxT0
Boise, Idaho 83707
Copv ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices. which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI COIJNTERPARTS
3l.l 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 XXXtr: ENTIRE AGREEMENT
32.1 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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Parties concerning the subject matter hereof.
IN WIINESS WHEREOF, The Parties hereto have caused this Agreement to be executed
il their respcctivc narrrcs on thc datcs sct forth bclow:
Idaho Power Comgany Oregon Trail Wind Park L.L.C.
BY l/^n' s
N. Vern Porter - Mgr Power Supply Operations
feSeumv 18, L@5
By
Dated
James Carkulis ,1o,-., o,.. o 1k, * o ".,
"Idaho Power""Seller"
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APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND S\ryITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
tr'acility
Output
Station
Usage
Station
Usaee
Metered
Maximum Generation
kw
Net Generation
Meter Ntrmher:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Defe Time Meter
*@
I Lack of Adequate Prime Mover
2 f,'orced Outage of Facility
3 Disturbnnce of fPCn Sysfem
4 ScheduledMaintenance
5 Testing ofProtection Systern
6 Cauee Unknown
7 Other (Explain)
,*Reason
Breaker 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 swltchlng record ls accurate
and complete as required by the Firm Energy Sales
Agreernent to which I am a Par$.
Signature Date
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A.2 ROUTINE REPORTING
Idaho Power Contact lnformation
Daily Energy Production Reporting
Call daily by l0 a.m., l-800-3564328 or l-800-635-1093 and leave the following
information:
r Project Identification - Project Name and Project Numbero Current Meter Readingo Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call l-800 345 l3l9 and leave the following information:
o Project Identification - Project Name and Project Numbero Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Proiect Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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B-l
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315075
OREGON TRAIL WIND PARK
DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
LOCATION OFFACILMY
Ncar: Hagcrman, Idaho
Sections: 1.6.1.12 Township: 75 Range: l2E County: TwinFalls Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2005 as the estimated Scheduled First Energy Date.
Seller has selected January 15. 2006 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
MAXIMUM CAPACITY AMOUNT: This value willbe 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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-2
B-j
B4
30-
B-6
B-5 POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Ceneration
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
proccss will bccomc an intcgral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 ldaho
Power Point of Delivery. This loss calculation will be initially set at ZVo 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
spccifiuatiuns, conductor sizcs, ctc) of all of thc clcctrical cquipmcnt bctwecn thc Facility and thc
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 anytime during the term of this Agreement, ldaho 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 adiust the previous months kWh loss calculations.
B-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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B-7
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
wilt include bur not be limircd 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. The entire Generation
Intcrconncction proccss, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to ldaho Power's communications
eqrripment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
producaion. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITM,S
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specif,rcations will include but not be limited to equipment
specifications, equipment location, Idaho Power provided eqtripment, Seller provided equipment,
and all costs associated with the equipment, design and installation of the Idaho Power provided
equipment. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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B-8
Maintenance Charges specified in Schedule 72.
REACTIVEPOWER
'l'he ldaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon intbrmation provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
systcrn to mcct thc Facility's rcactivc powcr rcquircmcnts. Thcsc 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 ldaho Power provided equipment The entire Generation Interconnection process. including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to ldaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be rncluded in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNbC'IION EQ U IPMEN'I'
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Scllcr rcquirc intcrnrption or curtailmcnt of cncrgy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipmenf is for protection of
the Idaho Power system and equipment only. 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 install all Seller provided equipment, control wire
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and conduit necessary for the operation of the Disconnection Equipment. Through the
Ceneration Interconnection process, Idaho Power will supply details for the disconnection panel
and wilt test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
rcquircmcnts will bccomc an intcgral part of this Agrccmcnt. Idaho Powcr owncd cquipmcnt will
be 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 he in accordance with Schedrrle 72 ancl the teital Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protectron equlpment and lnterconnection Equipment. As specified in the Generation
lnterconnection process and in accordance with Schedule 72and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
iustallation and construction chargcs as spccificd abovc, during thc tcrm ofthis Agrccmcnt, Scller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has cr.rmpleted installatinn of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
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reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by ldaho Power. Idaho
power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-II SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
firrnished Interconnection Facilities as required under Schedrile72, the Generation
Interconnection Process and/or described in this Agreement, Iess the cost ofremoval and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership ofthe Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER S CERTIFICATION
OF
OPERATIONS & MAII{TENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,
hereby states and certifies to the Seller as follows:
L That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
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 is hereinalier ret'erred to asand this Statement is identified as IPCo Facility No.
the "Project."
4. That the Project, which is commonly known the
Prujcct, is locatcd in Scction Townslrip
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 twenty (20) year period-
6. That Engineer has substantial experience
power plants of the same type as this Project.
the design, construction and operation of electric
7. That Engineer has no economic relationship to the Design Engineer of this Proiect.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Engineer recognizes that Idaho Powcr, in acconlancc wittr paragraph 5.2 oI the Agrcuureut,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above staternents are complete, tnre and accurate to the best ofhis
knowlodgo and thcrcforc sets his hond and eeol below.
(P.E. Stamp)
Date
By
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
Thc undcrsigncd on boholf of himself ond
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
l. That Fngineer is a T.icensed 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 IPCo Facility No.
"Project".
and hereinafter referred to as the
4. That the Project, which is commonly known as
the
Pruject, is lucatcd at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, constnrction and operatinn r-rf electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Proiect, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its desigrr electrical output, efficiency and plant factor for the
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ata2005
remaining- years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
rs relying on Engineer's reprcsentations and opinions comained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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APPENDIX C
ENGINEER S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer. and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the
and is hereinafterAgreement and this Statement is identified as IPCo Facility No
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, [daho.
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 Desiga Engineer of this Project and
has made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
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9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prutlent ElEctrical Practiccs for a _ (-) year poriod.
I l.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best ofhis knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
the
and
By
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32
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI.IY
AND
SALMON FALLS WIND PARK LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and lnterconnection
Disconnection Equipment
Metering and Telenretry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; 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
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
rii-C'rlVED ',,j
: :i.tn i i
?tl5{)tT 20 Pl{ l^':53
r'r \ ii'i IrUtlLlC
i, i il.i r iis-co14l"tlsslol{
EXHIBIT 5 l0/10/200s
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
SALMON FALLS WIND PARK LLC
Project Number: 31618100
THIS AGREEMENT, entered into on this / I d ay ot O o* 2005 between
SALMON FALLS WIND PARK, an Idaho limited liability 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 will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
,produced by the Seller's Facility.
' THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "eorEnnDgion" - The Idaho Public Utilities Commission.
1.2 "e.qn!&c!_Yea5" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
'Oesienated Disparc " - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
"Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
"Facility" - That electric generation facility described in Appendix B of this Agreement.
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1.6 "First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Generation Interconnec '* Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1,8 "lnadvertent Energy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "lnterconnection Facilities" - All equipment specified in Schedule 72 and the Generation
lnterconnection kocess and any additional equipment specified in Appendix B.
1.10 "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 l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.1 I "LesSeS" - 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.
l.l2 "Market Energy Cost" - Eighty-five percent (857o) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia lndex. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
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10/10/2005
l.l4 "Maximum CapaciU Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Melqrigg-Eqgircnli - All equipment specified in Schedule T2,theGeneration lnterconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net Energ.y" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). 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.
Ll7 'AperUtS! !ate" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
l.18 'EStItgtlgliIgry" - The location specified in Appendix B, where Idaho Power's and the
Seller' s electrical facilities are interconnected.
1.19 "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.
l.2O "scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
l.2l "Sshgdu]g_Z{ - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "Season" - The three periods identified in paragraph 6.2. I of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation lnterconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 'StAliS!_Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1.25 "surplus Enersy" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds ll0vo 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 9OVo of the monthly Net Energy Amount for the corresponding month
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.
1.26 "Total Cost of the FrciliU" - The total cost of structures, equipment and appurtenances.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investisation - 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 Seiler 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 Oualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
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4.1
is used and defined in 18 CFR 9292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE TV: CONDMIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.207 .
4.t.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attomey
admitted to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
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 Initial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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5.1
5.2
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 lnsurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withhetd by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by ldaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total a.nourt
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 lnitial Year Monthly Net Energ.v Amounts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
. kwh
5,M7,744
5,565,060
5,027,172
4,065,190
3,772,578
4,041,053
5,330,750
4,',l00,332
4,470,040
4,-157,415
4,203,181
3,436,421
Season 3
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6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to ldaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5e day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.I for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energv Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Seller may revise all of the previously
provided lnitial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 3'd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5s day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller' s Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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10/10/2005
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1or 14.3.1 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 acceptingthe Seller's Net
Energy as specified in paragraph 14.2.1 this value will be' equal to the percentage ofcurtailment 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 14.3.1 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.
psH = Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
l*i,*i" = NEA ( ( ffi', x NEA ) " ( H ) )
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 (lOVo) 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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7.t
ARTICLE VII: PI]RCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 296y',6 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
201s
2016
2017
2018
201 I
2020
2021
2022
2023
2024
2025
2026
Season | - Q3.50Vo)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
4s.42
46.47
47.54
48.63
49.76
50.91
52.O7
53.28
54.51
55.76
57.05
58.37
59.72
SeasonZ -(120.007o)
Mills&Wh
60.41
61.80
63.23
64.68
66.17
67.69
69.2s
70.85
72.48
74.16
75.86
. 77.62
79.40
9',t.24
83.'11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season3 -(100.007o)
Mills&Wh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energy -
7.3.1 lnadvertent 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
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10/10/2005
7.4
Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate lnadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. tnc., 107 Idaho
781,693 P.Zd 427 (1984); Idaho Power Company,v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d 12:61(1985); Afton Energ.y. lnc. v. Idaho Power Company, l l l Idaho 925,
729 P.zd 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
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7.5
8.1
9.1
l0/10i2005
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with ScheduleT2,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation lnterconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation lnterconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation lnterconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. 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) 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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l0/10/2005
tt.2
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall,be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent Q. ?o) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, correctioni tb
the payments will be based on the shorter of (l) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
I 1.3 - Idaho Power will install, operate and maintain at Seller's expense metering,
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.
t2.l
ARTICLE Xtr - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
- 13-
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l3.l
and maximum generation (kW) records in a form and content recommended by Idaho Power,
12.2 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 XM - PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt ofthe Generation Interconnection Process. H, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversefy affect Idaho Power's equipment, personnel or service to its customers, Idaho
Power may physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such intemrption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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l0/10/2005
14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. ldaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 lf, 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 physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or lnadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
- 15-
l0/10/2005
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 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
nergy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII 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 14.3.1. 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.
\4.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (lO7o) at the Point of
- 16-
l0i l0/2005
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accorrunodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of sigrrificant 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
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.
14.8 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.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce 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 ldaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
Inderrmification - 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability Insurance for both bodily injury and property ddmage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current Insurance krdustry Utility practices for
similar property.
L5.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coveragg - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
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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 Operation 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. 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 ofthe 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 XVtr: LAND RIGHTS
l'l.l Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Power's approval and in recordable form.
17.2 UseofPublicRights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Powerb compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public righrof-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
l7 .3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17 .4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to acconunodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attach\ng Seller's
lnterconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVtr. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operatingjointly used facilities and rights-of-way. If the Parties are unable to aglee on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVtr.
ARTICLE XVItr: LIABILITY: DEDICATION
18.l Nothing in this Agreement shall be construed to create any duty to, any standard of care with
referlnce to, or any liability to any person not a Party to this Agreement. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XD(: SEVERAL OBLIGATIONS
19.1 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 orjoint
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.
ARTICLEXX: WAIVER
20.1 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 XXI: CHOICE OF LAWS AND VENUE
2l.l 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXtr: DISPUTES AND DEFAULT
22.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreernent, will be submitted to the
Commission for resolution.
22.2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3-l lnsurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
22.2.2
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.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occunence of the breach.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
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
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& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
22.3.3 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
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXItr: GOVERNMENTAL AUTHORZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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
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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 XXVI: MODIFICATION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVtr: TAXES
27.1 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 lnterconnection Facilities.
ARTICLE XXVItr: NOTICES
28.I All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Salmon Falls Wind Park, LLC
Attn: James T. Carkulis
515 N 27e Street
P.O. Box 7218
Boise, Idaho 83702
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To Idaho Power:
Original document to:
Vice hesident, Power Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Copy ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
29.l This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reirorting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTERPARTS
31.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXtr: ENTIRE AGREEMENT
32J This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
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hereof and supersedes all prior or contemporaneous oral or written agrcements between the
Parties concerning the subject rnatter 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 Salmon Falls Wind Park L.L.C.
,za,/zr./at'/
"Seller"
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C. Miller, Sr. Vice President, Power Supply
10/10/2005
APPENDX A
A _1 MONTHLY POWER PRODUCTTON 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
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, lnadvertent Energy delivered
to Idaho Power and the maximum generated energy ftW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Station
Usage
Station
Usage
Metered
Maximum Generation
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
*
1
)
3
4
5
6
7
Breaker Openins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
,1.Reason
Breaker 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 Party.
Signature Date
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A-2 ROUTINEREPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., l-800-3564328 or 1-800-635-1093 and leave the following
information:
r Project Identification - Project Name and Project Numbero Current Meter Readingo Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Numbero Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Opbrational Contact
Name:
'Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDD(B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31618100
SALMON FALLS WIND PARK
B.1 DESCRIPTION OF FACILMY
The Facility will consist of 14 Wind turbines; model GE SLE with individual generator ratings of
1 .5 MW for each unit, for a total Facility generator rating of 2l .0 MW.
B-2 LOCATION OF FACILMY
Near:
Sectiorrs: 25.36 Township: T08S Range: R12E County: TwinFalls Idaho.
Sections:rft Township: T08S Range: R13E County: Twin Falls Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1. 2006 as the estimated Scheduled First Energy Date.
Seller has selected May 1. 2007 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation lnterconnection
Process.
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 22.40NNV which is consistent with the
value provided by the Seller to ldaho Power in the Generation lnterconnection process. 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.
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B-5 POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
lnterconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 2Vo 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 th'e 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 anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
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B-7
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 equiprnent specifications, equipment location, Idaho Power
provided equipment, Seller provided equipment, and all costs associated wilh the equipment,
design and installation of the Idaho Power provided equipment. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost conununication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generation lnterconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation Interconnection process, including but not limited to the
equipment specifircations and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
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B-8
Special Facility cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
REACTTVEPOWER
The Idaho Power Generation lnterconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation lnterconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation lnterconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
B-9
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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 install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation lnterconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and lnterconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay ldaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
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Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpaynrent of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B.I1 SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule7Z,the Generation
lnterconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the lnterconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt ofthe invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself 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 projeit which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.
the "Project."
and is hereinafter referred to as
4. That the Project, which is commonly known as the 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 twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
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APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
l. lhat 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 Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinafter referred to as the
"Project".
4. That the Project, which is commonly known as the Project,
is located at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said koject, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence.to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
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l0/10/2005
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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 39-
APPENDD( C
ENGINEER S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
-3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No
referred to as the "Project".
and is hereinafter
4. That the Project, which is commonly known as the
Project, is located in 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 (_J year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
fumished Interconnection Facilities and other Project facilities and equipment.
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10/10/2005
9. That the Project has been constructed in accordance with said plans hnd specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a
-
(-) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 4t-
l0/10/2005
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
THOUSAND SPRINGS WIND PARK L.L.C.
TABLE OF CONTENTS
TITLEArticle
I Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale ofNet Energy
7 Purchase Price and Method of Payment
8 Environmental Attnbutes
9 Facility and lnterconnection
l0 Disconnection Equipment
I I Metering and Telemetry
12 Records
13 Protcction
14 Operations
l5 lndemnification and Insurance
16 Force Majeure
17 Land Rights
l8 Liability: Dedication
19 SeveralObligations
20 Waiver
2l Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices'29 Additional Terms and Condirions
30 Severability
3l Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
EXHIBTT 6
zfi8t2005
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
THOUSAND SPRINGS WIND PARK. L.L.C.
Project Number: 3 1315055
THIS AGREEMENT, entered into on this 186 day of- Februqy- 2005 between
TIIOUSAND SPRINGS WIND PARK L.L.C. (Scllcr), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinatter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility;and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility,
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows;
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Commission" - The Idaho Public Utilities Commission.
1.2 "eongqcllgl" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereatler.
1.3 'Oesienated Dispatc " - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "Dissolnectiol Equiprucnt" - All cquiprrurt spcuifictl il Schedulc 7? ar.lL.l the Gsleratiurr
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "Fagilily" - That electric generation facility described in Appendix B of this Agreement.
- 1-
2n8t2005
1.6
1.7
"First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Pnwer's systenr at tlte Poinl of Delivcry.
'Generation Interconnec " - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
'tnAdlg4g4E1ggy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
l.l0 "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 l0 average MW
per month and rs therefore eligrble to be paid the published rates in accordance with Commission
Order No. 29632.
1.1 1 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of cncrgy botwccn thc 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.
1.12 "Marke.r F.nergy Cosf" - F.ighty-five percent (857o) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will murually 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.
I . 13 "Matede!-Brcagh" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
1.8
a
2t18t2005
1.14 "Vtaximum Capacity Amoum" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
l.l5 "Metering Equipment" - All equiprneltt specificd iu Schedule 72,thc Celeratiurr Lrtcrcorurectiurr
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
l.16 "Net Energly" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). 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.
l.l7 'ApeIAigI !A!e" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 ' ESIptpt lg]tyqty" - The location specified in Appendix B, where Idaho Power's and the
Seller' s electncal tacr ltttes are lnterconnected.
1.19 'pruaent nrcctricat p " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safcly, dcpcndably, efficicntly and cconomically.
1.20 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
l.2l 'Sebeddel| - Tdaho Power's Tariff No l0l , Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 'StatiS!_lUE'- Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
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zl812005
1.25 'SUtplgSErcryy" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l07o of the monthly Net Energy
Amount for thc currcspuudiug ruonth specified in paragraph 6.2. or (2) If thc Nct Dncrgy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than 907o of the monthly Net Energy Amount for the corresponding month
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.
'Totallostofuhe-Eacility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Indeoendent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Selter of the obligations set forth herein, Seller has
lnvestlgated 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.
Sollcr Indcpcndcnt Expcrts - All profcssionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and 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.
Oualifying Facility Starus - Seller warrants that the Facility is a "Qualifying Facility," as that term
-4-
1.26
2.1
2.2
3.1
3.2
2n8t2005
is used and defined in l8 CFR 5292.207. 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 Qualifyiug Facility status will bc a Material Blcach ul
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller. Seller shall:
4.1 .l Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.2W.
Opinion of Counsel - Submit to Idaho Power an Opinion Leffer signed by an attorney
admitted to practlce and m good standlng ln the State of ldaho 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 rcasonablc indepcndcnt revicw, counscl is of thc opinion that Scllcr 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 rrnderstands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion lrtter
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 Initial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
-5-
2n8t2005
5.1
5.2
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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1 .5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1 .7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfrlled. Such written confirmation shall be
provided wrthin a commercrally reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period oftwenty (20)
Contract Years from the Operation l)ate.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a .onsistent, reliable and safe manner and has requested an
-6-
ut8t2uJ5
5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has reccived writtcrr r.urrlinuatiurr frurrr It]ahu Puwer of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PLIRCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Ener&v - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Dehvery exceed the Maximum Capacity Amount.
Net Energ.v Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Nct Encrey Amounts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
l)ecemher
June
Scptcnrbcr
October
January
February
kwh
3,100,625
2,689,296
'2,5u1,9E4
1,910,208
1,781,958
1,884,234
2.425.29s
2,711,046
2,422,340
2,621,565
1,923,853
2,559,792
Season 3
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5'h day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Seller may revise all of the previously
provided tnitial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 3'd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5s day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
-8-
2fi8t2005
Amount as specified in paragraph 6.2
suspension under paragraph 14.2.1 or
thc following:
Where:
for the specific month in which the reduction or
14.3.[ occurs will be reduced in accordance with
NEA =
SGU =
TGU =
RSH =
Current Month's Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value willbe
equal to the percentage ofcurtailment 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 14.3.1 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
Dclivcrics.
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3-l
TH = Actual total hours in the current month
Resultins formula being:
Adjusted
Net Energy
Amount
= NEA ((ffixNEA)x())
RSH
TH
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only ahe specific month in which Iclaho Power was excuse<I frr;m accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Controct Year in an amount equal to at least ten percent ( 107o) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
-9-
2/r8/2@s
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Enersv Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accortlarrce with Cuuuuiusiun Order 29646 with seasonalizatiorr factors applicd:
Year
2005
2006
2007
2008
2009
2010
201 1
2012
201 3
2014
201 5
201 6
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
Season I - (73.509o)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
5?_O7
53.28
54.51
55.76
57.05
58.37
59.72
SeasonZ -(120.00Vo)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season3 -(100.007o)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.'t7
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvcrtcnt Ener8y
7.3.1 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. 744times 10,000 kW = 7,440,000 kWh. Energy
delivered in January in excess of 7,M0,000 kwh in this example would be Inadvertent
l0-
2Jtgt2005
7.4
7.5
Energy.)
1.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
averagc MVy' and therefole dues rrut intenrl to Bencratc Inadvcrtcnt Dncrgy, Idabo Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay lbr lnadvertent Energy
Payment Due Date - Energy payments to the Seller rvill be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781,693P.2d427 (1984); Idaho PowerCompany v,Idaho Public Utilities Commission, 107
tdaho I t'22,b95P.2d1261 (1985);AftonEnergy. Inc.v. IdahoPowerCompany, llt Idaho925,
729P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attrihutes include, but are not limited to, Green Tags. Green Certificates. Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
- I l-
8.1
9.1
2/t8/?OO5
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
lnterconnection Facilities will lrc iu aucurdarrcs with Schedule 72, thc Ccncration Intcrconncction
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurrod by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE XI DISCONNECTION EQUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
ldaho Power tor equrpment costs, installation costs and ldaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - 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
measrrre power flows to ldaho Power in accordance with Schedule 72. Generation
Interconnection Process and Appendix B of this Agreement. 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) 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. AII Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
- 12-
l0.l
l1.l
418t2005
11.2
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. AII meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic tcst schcdulc rolcvant to thc cquipmcnt installcd as spccificd in Appcndix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Powerh expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
thc payurclts will trc bzrscd urr the shorter of ( l) a period equal to one-half the tin e frsm the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
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 ldaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
I1.3
ARTICLE XtI - RECORDS
l2.l 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
- 13-
zil8t2005
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 Inspection - Either Pany, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all gcncratiol, Nct Elergy, Statiurr Use,
lnadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
13.1
ARTICLE XItr PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Pnrdent Electrical Practices, the National Electrical Code. the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically intemrpt the flow of energy trom the hacrlrty as specrfied within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
uf sucl iuterruption prior to its occurrcnce as provided in paragraph 14.9. Scllcr shall providc
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished lnterconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Powerls facilities In thaf event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
Communications
ARTICLE XIV - OPERATIONS
Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14 .2 Energy Acceptance -
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14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if ir is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curJailment, intemrption or reduction of Net Energy or lnadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
cmcrgcncics, clectricol system operoting conditions on its system or os otherwise rcquircd
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 lt, in the reasonable opinion of ldaho Power, Seller's operation of the F-acility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may physically intemrpt
tl'rc flow of cncrgy from thc lacility as spccificd within Schcdulc 72 or takc such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amonnt that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 SeIer Declared Susoension of Enersv Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
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Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outagc cr.rnrlitiou ("Doclarsd Suspcrrsiurr uf Errcrgy Delivcries"). The Seller's Dcelarctl
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue fbr the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 wrth Article XXVII 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
rcvicw thc documcntation providcd by thc Scllcr to dctcrmine Idaho Power's acccptancc
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. 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 ofadequate preventative maintenance ofthe Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent QAVo) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
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necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at slirrtup, during nornral operation or ltrllowing
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Schcdulcd Maintenance On or before January 3l of each calendar year, Sellor 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
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.
14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and l'actltty maintenance schedules such that they occur srmultaneously.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Sellcr undcrstands that in thc case of emergcncy circumstanccs, rcal timc opcrations of thc
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intem:ption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
14.9
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1 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 construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
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this Agreement. The indemnifying Party shall, on the other Party's request, def'end any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney fees that nray be ittcurrcrl by thc r.rthcr Party irr cufclcilg this indenurity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
fol lowing insurance coverage:
15.2,1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current Insurance lndustry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provrsron statlng that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thcrcaftcr, Scllcr shall fumish Idaho Powcr a ccrtificatc of insurance, togothor with thc
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15 2 shnll lapse for any reason, .Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
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,
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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,
eanhquakes, fires, lightning, epidemics, sabotage, or changes in law or regulaticru occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise ofdue diligence, it shall be unable to
ovcrcome. If either Porty 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 aff'ected 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.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obhgatrons of erther Party whlch arose before the occurrence causlng the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
ARTICLE XVII: LAND RIGHTS
l7.l Seller to Provide Access - Seller herehy grants to ldaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide [daho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
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(2)
(3)
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l7 .2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
17.3
environmental and operating impacts that would occur as a result of duplicate electric lines being
construcred in close proximity. Therefore, subjefi to Idaho Powerb compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilitics upon, along and ovcr any and all public roads, streets and highways, thcn thc usc by
Seller of such public righrof-way shall be subordinate to any future use by Idaho Power of such
public righrof-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17 ,4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Sellerh Interconnection Facilities to accommodate ldaho Power's
usage or ldaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
htsrcoluection Facilitics to such newly constnrctcd facilities. Exccpt as rcquircd by par-agraph
17.4, ldaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17 .4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVtr. Therefore, the Parties agree that the exercise by Idaho Power of
anyof therightsenumeratedinparagraphs 17.2and 17.3shall: (1)complywithallapplicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVtr.
ARTICLE XVIII: LIABILITY: DEDICATION
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. No undertaking by one
Party to the other under any provision ofthis Agreement shall constitute the dedication ofthat
Party's system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARIICL.E XIX: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLEXX: WAIVER
20.1 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 XXI: CHOICE OFLAWS AND VENUE
2l.l 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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2?.1
ARTICLE XXII: DISPUTES AND DEFAULT
Disputes - All disputes related to or arisirrg undcr this Agrccurcut, inclutliug, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
22.2 Notice of Default
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of defaulf'), the nondefaulting Party shall cause notice in
22.3 Securitv for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
22.2.2
writing to be given to the defaulting Party. specifying the manner in which such
default occurred. Ifthe 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 lts optron, tefinrnate thls
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to dcfaults idontificd in this Agrccmcnt as Matcrial Brcachcs. Matcrial Brcaches must
be cured as expeditiously as possible following occurrence of the breach.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
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
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Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Scller providing the requircd ccrtilicate; arld
22.3.3 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
Agreement. In addition, Sellor 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. I.l. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
AKI'ICLE XXUI: GOVERNMEN.IAL AU IHURIZA.I ON
23.1 This Agfeement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof withorrf change or condition and declarafion fhaf all payments to he made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXV: SUCCESSORS AND ASSIGNS
25.1 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,
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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 neetJ of oonsent or approval by tlrc Scller, succccd to all uf Itlahu Powcr's rigllts,
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.
ARTICLF XXVI: MODIFICATION
26J No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVII: TAXES
27.1 Each Party shall pay betbre dehnquency 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.
28.1
ARTICLE XXVItr: NOTICES
All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Thousand Springs Wind Park, L.L.C
Attn: Larry Leib
1424 Dodge Ave
Helena" MT 59601
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29.1
To Idaho Power:
Original document to:
Vice Prcsident, Power Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Copy ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
301
ARTICLE XXX: SEVERABILITY
The invalidity or rnenforceahility 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 XXXI: COUNTERPARTS
3l.l 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 XXXII: ENTIRE AGREEMENT
32.1 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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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 Thousand Springs Wind Park L.L.C.
"Idaho Power"
Dated /1n,.,-.,^,' l'-' Z r.o i-
-
"Seller"
Bv ,L*X B' -/-. ::'/y'
N. Vern Porter - Mgr Power Supply Operations "l Jurn", Carkulis lY* -.., . -, //< .- n----
Dated
ftanuaev i8. Zrcs
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APPENDIX A
A _I MONTHLY POWER PRODUCTION AND SWITCIIINC RtrPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment rneasuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWDR PRODUCTION AND SWITCIIING REPORT
Month Year
Project Number:
Phone Number:
State zip
['aclllty
0utput
Statlon
Usage
Statlon
Usaqe
Mctercd
Maximum Generation
K\M
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Tinres Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter Reason
Breaker Closing Record
Date Time Meter
* Breaker Openins Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 ScheduledMaintenance
5 Testing of Protection Systems
6 CauseUnknown7 Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
abovc month and that thc switching rccord is accuratc
and complete as required by the Firm Energlr Sales
Agreement to which I am a Party.
Signature Date
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Elcrtsy Plotluctiul RcpurtiuB
Call daily by l0 a.m., l-800-356-4328 or t-800-635-1093 and leave the following
information:
. Project Identification - Project Name and Project Number. Current Meter Readingo Estimated Generation for the current dayr Estimated Generation for the next day
Planned and Unplanned Project outages
Call l-80O-345-1319 and leave the fcrltowing information:
r Project Identification - Project Name and Project Number. Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Proiect Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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B-l
B:)
APPENDIX B
FACILIry AND POINT OF DELIVERY
PROJECTNO. 31315055
THOUSAND SPRINGS WIND PARK
DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
LOCATION OF FACILITY
Near: Hagerman, Idaho
Sections: 4.5.8.9 Township: 7S Range: l3E County: Twin Falls ldaho.
Sections: 19.30 Township: 63 Range: l3E County: Twin Falls Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2005 as the estimated Scheduled First Enerry Date.
Seller has selected January 15. 2006 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. ldaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to ldaho Power in the Generation Interconnection process. This
value is the maximum enerry (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system at any moment in time.
B-3
B4
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B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
proccss will bccomc an intcgral part of this Agrccmcnt.
LOSSES
If the Idaho Power Metering eqrripnrent is cnpahle of rrreasrtring the exacf energy deliveries hy 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 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 al 2Vo 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
spccificatiuls, currduutur sizcs, ytc) ul all uf thc elcctrisal equipruert betweeu the Fauility aud 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 anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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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 iucludc Lrut rrot be lirrited to cquiprncnt spccifications, cquipnrcnt location, Idaho Puwer
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the Idaho Power provided equipment. The entire Generation
lnterconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will anange for and make
available at Seller's cost communication circuit(s) compatible to ldaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the [daho Power facilities capable of
providing ldaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
8.7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by ldaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
-32-
u18t2005
B-8
Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The Idaho Powor Cenelatior Intclccrnnection process will dctcmrinc thc rcactivc power rcquiled
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-9 DISCONNECTIONEQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require internrption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility. this equipment is for protection of
the Idaho Power system and equipment only. 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 install all Seller provided equipment, control wire
- 33-
ata2@5
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details fbr the disconnection panel
and will tcst tlte equiprrrcrrt priur tu atry upcral.iuus uf the Facility, Seller will provide drawirrgs uf
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Prorecrion equipment and Interconnection Equipmcnt. As specified in the Ceneration
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
- 34-
ut8t200s
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpaylrcut of thc arljustcd rnouthly upcrations antl
maintenance charge within sixty (60) days of the determination of this amount.
B II SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72. the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership ofthe lnterconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estrmated by ldaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
35-
APPENDIXC
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller. dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand this Statement rs rdenttfied as ll'Co Factltty No.
the "Project."
4. That Project, which commonly known
Projcct, is locatcd in Scction Township ___,
Range
-,
Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power fnr a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review ofthe Policy for Operation and
Maintenance ('O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
the
- 36-
?,18t2005
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Engineer recognizcs tha( Idaho Power, in accoldanse with palagrapb 5.2 of tlre 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
knowlodge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
-37-
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigrred on behalf of himself and
to as "Engineer," herebyhereinafter collectively referred
states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
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
l.
2.
and this Statement is identified as IPCo Facility No.
"Prqect".
That the Project,which
and hereinafter referred to as the
commonly known
Projcct, is locatod at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design. construction and operation of electric
power plants of the same rype as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this koject.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
- 38-
ata2@5
remaining
-
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Eugiucur's roprcsentations and opinions contaiuEd in this Statcmcnt.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
- 39-
utatzu)s
APPENDIXC
ENGINEERS CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
J.That the cogeneration or small power productron project which is the subject of the
and is hereinafterAgreement and this Statement is identified as IPCo Facility No
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 hoject and
has made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
- 40-
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
tcrmsoftheAgreementandwithPrudentElectricalPracticesfore-()yearpericld.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Staternent.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
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2n812005
Article
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32
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BURLEY BUTTE WIND PARK LLC
TABLEOFCONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; 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
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
EXHIBIT 7 st4t2w5
FIRM ENERGY SALES AGREEMENT
(10 alvfw or Less)
BURLEY BUTIE WIND PARK LLC
Project Number: 317 65 l7 O
THIS AGREEMENT, entered into on ttris 5') aay of--May- 2005 between
BURLEY BUTTE WIND PARK, an Idaho limited liability:ompany (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, ln 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 "eonqrmggiq" - The Idaho Public Utilities Commission.
1.2 'eS4&g!_YgAt" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated bY Idaho Power.
1.4 "Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1-
5t4t2005
1.6 "Erst__E4ggy!A!q" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirernents of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Generation Interconnect '- Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Energv" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "lnterconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design condition-s the Facility will generate at no more than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.11 "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 specif,ted in Appendix B of this Agreement.
'1,.12 "Market Energy Cost" - Eighty-five percent (857o) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia lndex (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia lndex price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia lndex. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2-2.
a-L-
5t412005
I.L4 "Maximum Capacity Amouil" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Metering-Esipmentl - All equipment specified in Schedule 72,lhe Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
l.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). 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.
l.l7 "QpgratiqnlDalq" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "Prudent Electrical P " - 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.
l.2O "scheduled Operation D*d' - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
l.2l "Schedule 72" - Idaho Power's Tariff No 101, ScheduleT2 or its successor schedules as
approved by the Commission.
1.22 "gsassn" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation lnterconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Slalion_llq" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
1.25 "SUlplug-E4etgy" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds lll%o 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 90Vo of the monthly Net Energy Amount for the corresponding month
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.
1.26 "fotat Cost of tne fa " - The total cost of structures, equipment and appurtenances.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller lndependent Investigation - Seller walrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forih herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise ofldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE ltr: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specificationr, "qoip*"nt or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifyins Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
-4-
2.1
2.2
3.1
3.2
4.1
is used and defined in 18 CFR 8292.207. 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 tle Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.Ll Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR292.2A7 .
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4. I . I
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 lnitial Capacity Determination - 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, equipment specifications, prime mover data, resource
characteristics, normal and/or averag€ 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.
4.1.4 Ensineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 12 md
Generation Interconnection Process requirements have been completed.
4.1 .7 ' Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been iulfilled. 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 lirst written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 Qpgration Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
-6-
5.3
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery, All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.L Initial Year Monthly Net Energy Amounts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
3,612,966
2,797,964
2,095,176
1,513,939
1,662,174
2,387,942
3,351,561
1,939,187
2,387,420
2,734,798
7,496,471
2.659,638
Season 3
-7-
5t4t2005
6.2.2 Ongoing Monthly Net Enerqy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to ldaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 56 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the lnitial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than.the Operation Date, by written notice given to Idaho Power in
accordance wifh paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: (l) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
. 5:00 PM of the 56 day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
-8-
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1or 14.3.1 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 14.2.1 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 14.3.1 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.
Rsrf _ Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
ft:i[::Xr, = NEA - ( r sGU x NEA ) "(H ) )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 ofEnergy.
6.3 Unless excused by an event of F6rce Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (107o) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
-9-
5t4t2005
7.1
ARTICLE Vtr: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
2011
2012
20'13
2014
2015
2016
2017
201 I
201 9
2020
2021
2022
2023
2024
2025
2026
Season I -(73.50Vo)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
53.28
54.5'1
55.76
57.05
58.37
59.72
Season2 -(l2O.O0Vo\
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season3 -(100.00Vo)
Milts/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energy -
7.3.1 lnadvertent 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
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'7.4
Inadvertent EnergY.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for lnadvertent Energy
Pavment Due Date - Energy payrnents to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energv. lnc., 107 Idaho
781,693 P.2d 427 (1984); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d I 261 (1985); Afton Energy. Inc. v. Idaho Power Company, 111 Idaho 925,
729 P.zd 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the fulI
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7.5
8.1
9.1
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation lnterconnection Process, including but not limited to initial costs incurred.by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. 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) 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. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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10.r
t1.l
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
ll.2 Meter lnspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard metgr used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a p.eriod equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
I 1.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
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 XII- RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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l3.l
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 ftW) records pertaining to the Seller's Facility.
ARTICLE XtrI. PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-fumished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt ofthe Generation Interconnection Process. 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 physically intemrpt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. ln some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. ln that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XTV - OPERATIONS
14 ,l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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5t4t2005
14 .2 Enersy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curtailment, intemrption or reduction of Net Energy or lnadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other. than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable montl in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 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 physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or takesuch other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Ener&v Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
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provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 tglephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXVIII 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 14.3.1. Idaho Power's acceptance of the Sellei'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.
14.5 Voltaee Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (ll%o) at the Point of
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Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.'7 Scheduled Maintenance - On or before January 3l 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
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.
14.8 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.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to.exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1 lndemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, aff,rliates, 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemnifying Party shall, on tle other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.Z.l Comprehensive General Liability lnsurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current lnsurance Industry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.1 Seller to Provide Certificate of lnsurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coveragg - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
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l6.l
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 Operation 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
overconrc. 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 w.ritten 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
occulTence.
ARTICLE XVII: LAND RIGHTS.
l'7.1 Seller to Provide Access - Seller hereby grants to ldaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Power's approval and in recordable form.
17 .2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public righrof-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required.to compensate
Seller for exercising its rights under this paragraph 11.2.
17 .3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's lnterconnection Facilities to accomrnodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
. above any public right-of-way acquired from Seller pursuant to paragraph 77.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
l7 .4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVtr. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (l) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equiiably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
_ 20_
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVtr.
ARTICLE XVIII: LIABILITY: DEDICATION
l8.l 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XD(: SEVERAL OBLIGATIONS
19.l 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.
ARTICLEXX: WATVER
2O.l Any waiver at any time by either Party of its rights with resp€ct 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 XXI: CHOICE OF LAWS AND VENUE
21.1 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXtr: DISPUTES AND DEFAI.JLT
22.1 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.
22.2 Notice of Default -
22.2.1 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 acommercially
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.
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 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.
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 lnsurance - Evidence of compliance with the provisions of paragraph l5.2.If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 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
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22.3.3
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. ln addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXItr: GOVERNMENTAL AUTHORZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 This Agreement shall become finally bffective 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.
25.1 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
_ 23_
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 ofconsent or approval by the Seller, succeed to all ofldaho 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 XXVI: MODIFICATION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVtr: TAXES
27.1 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 XXVIII: NOTICES
28.I All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Burley Butte Wind Park, LLC
1424 Dodge Ave.
Helena, MT 59601
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5t4t2005
To Idaho Power:
Original document to:
Vice President, Power Supply
ldaho Power Company
POBoxT0
Boise, Idaho 83707
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A Generation Scheduling and Reporting
Appendix B Facility and Point of Delivery
AppendixC - Engineer'sCertifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
' validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTERPARTS
3 1 .1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXtr: ENTIRE AGREEMENT
32.1 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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Parties concerning the subject matter hereof.
IN WTINESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Burley Butte Wind Park L.L.C.
BY (r^k
N. Vern Porter - Mgr Power Supply Operations
tlnv 5, 2oog
Dated y'Yo. ,97* zoaf
"Seller""Idaho Power"
James T. Carkulis - Managing Member
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5t412005
APPENDX A
A _1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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5t4t2005
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AI{D SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Station
Usage
Station
Usage
Metered
Maximum Generation
kw
Net Generation
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
, Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *(Reason
Breaker Closing Record
Datg q:"Meter
*
1,
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above rneter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
28-
Date
A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Ener&v Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
o Project Identification - Project Name and Project Numbero Current Meter Reading
o Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
r Project Identification - Project Name and Project Number. Approximate time outage occurred
o Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
-29_
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31765170
BURLEY BUTTE WIND PARK
B-1 DESCRIPTION OF FACILITY
The Facility will consist of 7 Wind turbines; model GE sle with individual generator ratings of
1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
8.2 LOCATIONOFFACILTTY
Near: Burley, Idaho
Sections: Township: 11 S Range: 228 . County: Cassia Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected October 30. 2005 as the estimated Scheduled First Energy Date.
Seller has selected December 31. 2005 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequ.ate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 ard the Generation lnterconnection
Process.
B-4 MAXIMUM CAPACIY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to ldaho Power in the Generation Interconnection process. 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.
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st4l2c0.5
B-5 POINTOFDELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 ZVo 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 anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not conectly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
_ 31_
B-6
B-7
equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurenrcnts 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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at SelleCs cost cornmunication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these gosts will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. 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. The entire Generation lnterconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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B-8
Maintenance Charges specified in Schedule 72.
REACTIVEPOWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation lnterconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intem.rption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation lnterconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
B-9
- 33-
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
- 34-
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-II SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under ScheduleT2, the Generation
lnterconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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5t412005
APPENDX C
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
ldaho Power as Buyer, and Burley Butte Wind Park LLC 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 IPCo Facility No,and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Burley Butte Wind Park Project, is located in
Section 6, Township 1l S, Range 22 E, Boise Meridian, Cassia County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construCtion and operation of electric
power plants of the same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8, That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
- 36-
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
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 37-
s14t2005
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself 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,'l between
Idaho Power as Buyer, and Burley Butte Wind Park LLC 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 IPCo Facility No.and hereinafter referred to as the
"Project".
4. That the Project, which is commonly known as the Burley Butte Wind Park Project, is located at
250 South. 650 West. Burley. Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this hoject.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
_ 38_
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
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
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5t4t2@5
APPENDX C
ENGINEERS CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
_, hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and Burley Butte Wind Park, LLC 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 IPCo Facility No and is hereinafter
refened to as the "Project".
4. That the Project, which is commonly known as the Burley Butte Wind Park Project, is
located in Section 6, Township 11 S, Range 22 E, Boise Meridian, Cassia County, Idaho.
5. . That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a ( ) vear oeriod.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
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5t412005
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a -_ ( ) year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
t2. That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
- 4r-
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
PILGRIM STAGE STATION WIND PARK L.L.C.
TABLE OF CONTENTS
Article
1
2
J
4
5
6
a
8
9
l0
il
12
t3
t4
l5
l6
l7
l8
t9
20
2t
22
23
24
25
26
27
28
29
30
3I
32
TTTL:E
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnifi cation and Insurance
Force Majeure
Land Rights
Liability; 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
Severability
Counterparts
Entil c Agrecrncnt Signaturcs
Appendix A
Appendix B
Appendix C
ata2005
EXHIBTT 8
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
PILGRIM STAGE STATION WIND PARK. L.L.C.
Project Number: 3 I 3 15045
THIS AGREEMENT, entered into on this 186 day of---Febggy- 2005 between
PILGRIM STAGE STATION WIND PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an ldaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WTINESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINTIIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l ' es!q!sbug!" - The Idaho Public Utilities Commission.
1.2 'C9il1qg!-Ygaf" - The period commencing each calendar year on the same calendar date as the
Opcration Datc and cnding 354 days thcrcaftcr.
1 .3 "Designated Disoatch F " - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
"Disconnectic.rn Eqnifrment" - All eqrripment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
"Egqjltly" - That electric generation facility described in Appendix B of this Agreement.
1.4
l-
1.5
2ilN2{n5
t.6
1.7
"First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Setler has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Powcr's system at thc Point of Dclivcry.
'Generation Interconne " - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicahle regrrlatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 ' tnadyeAg41_lE!91gy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
l.l0 "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 paitl the publishcd rates iu acuurtlarrcc with Cuuunissiurr
Order No. 29632.
I .l I "LS$91" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformstion 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.
l.l2 "Markef-Enerslleost" - Eighty-five percent (85Vo\ of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electncal mdustry.
1.13 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
a
2il8t2005
l.l4 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
l.I5 "Metcring Dquipmcnt" - All equipmcnt spccificd in Schcdulc 72,the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
l.16 "Nel_Englgy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). 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.
1.17 "Operation Date" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 ' EStl1-qt_Dglircry" - The location specified in Appendix B, where Idaho Power's and the
Seller' s elecrical faciliries are interconnected.
l.19 ' pruOent Slectrical P " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safcly, dependably, efficiently and economically.
l.2O "scheduled Ooeratio " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1 .21 "schedulel2l - Idaho Power's Tariff No l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "Sqasg!" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Faclllty to the ldaho Power system.
1.24 'Stale!_Uge'- Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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211817005
1.25 "surplus Energy" - ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 1107o of the rnonthly Net Energy
Amount for thc corrcsponding month spccificd in parograph 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 90Va of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6 ?.. then all Net F.nergy 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.
1.26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2"1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigared and detcrrnirrcrJ that it is capablc uf pcllurruiug hcrcuutlcr arrd has nut rylicrl uporr
the advice, experience or expertise ofldaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Indeoendent 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 desrgn, specrtrcatrons, equrpment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Oualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
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2/ I 8/2005
4.1
is used and defined in 18 CFR 9292.207 . 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
Agrcenrcut and Scllcr's failurc to maintain Qualifying Facility status will bc a Matcrial Brcach of
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4. I . 1 Submit proof to Idaho Power that all licenses, permits or approvals necessary tbr Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 CFR 292.207 .
4.1 .2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4. L I
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law ( l99l).
Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perfbrm the tnitial Capacity f)eterminatlon. Such data wrll lnclude
but not be limited to, equipment specifications, prime mover data, resource
characteristics, norrnal and/or average operating design conditions and Station Use data.
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u1812005
5.1
5.2
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
rcasonablc tirnc.
4.1 .4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No ?1690 These cerrificafes will he-
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Iruura.nee - Submit written proof to Idaho Power of all insurance required in Article XV.
4.'1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation lnterconnection Process requirements have been completed.
4.1 .7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a corrunercially reasonable time following the Seller's requ€st antl will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period oftwenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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?J18t2005
5.3
6.1
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Scllcr has rcccivcd writtcn confirmation from Idaho Power of the Operotion Dote.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default,
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acqeplance-qf_llellnqgy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity AmounL
Net Energ,v Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initiol Year Monthly Net Energy Amounts:
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
Scptcmber
October
January
February
kwh
3,100.625
2,689,296
2,501,9E4
1,910,208
1,781,958
1,884,234
2.425.295
2,711,046
2,422,340
2,621,565
1,923,853
2,559,792
Season 3
-7-
uta2m5
6.2.2 Ongoing Monthly Net Enerey Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 56 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2. I for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3'd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller mav not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5'h day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energ.y Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by ldaho Power, the Net Energy
-8-
yt812005
Amount as specified in paragraph 6.2
suspension under paragraph 14.2.7 or
thc following:
Where:
for the specific month in which the reduction or
14.3.1 bccurs will be reduced in accordance with
NEA
SGU
TGU =
RSH =
Current Month's Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy
Amount
xNEA)x(= NEA H))((ffi
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific rnolrtlr ilr whish Idahu Power was excuscd from acccpting thc Scllcr's Nct
Energy or the Seller declared a Suspension ofEnergy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (lOVo) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
-9-
ata2005
7.1
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
pricc in accordance with Commission Ordcr 2964.6 wirh seasonalizotion factors applied:
Season I -(13.50Vo)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.4/
47.54
48.63
49.76
50.91
52.O7
53.28
54.51
55.76
57.05
58.37
59.72
Season 2 - (120.0O Vo) Season 3 - (100.00 7c)
Mills/kWh Mills/kWhYear
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
201 5
2016
2017
201 I
201 9
2020
2021
2022
2023
2024
2025
2026
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.1'l
85.02
86.99
88.99
91.04
93.14
95.29
97.50
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
6,3.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
8 t,25
7.2
7.3
Sumlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7. l,
whichever is lower.
Inadvertent Energy -
7.3.1 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 times 10,000 kW = 7 ,440,000 kwh. Energy
delivered in January in excess of 7,440,000 kwh in this exarnple would be Inadvertent
- 10-
?,t8t2005
7.4
Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
avcraBc MW and thcrcforc docs not intend to gcncratc Inadvcrtcnt Encrgy, Idaho Powcr
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Pavment Due Date - Energy payrnents to the Seller will he dishrrrsed within jO days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.2d 427 (198a); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I 122,695P.2d l26l (1985); Afton Energy. [nc. v. Idaho Powcr Company, l l l Idaho 925,
729P.zd a00 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
ldaho Power waives any claim to ownership of Environmental Attributes. Environrnental
Attributes include. but are not limited to. Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production ofenergy from the Seller's Facility.
ARTICLE D(: FACILITY AND INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, operate and marntarn the F'acrlrty
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
7.5
8.1
9.1
zfi8t2W5
9.2
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Intcrconncction Facilitics will bc in accordance with Schedul e 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation lnterconnection Process, including but not limited to
initial costs incnrred hy ldaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Ceneration Interconnection Process, including but not limited to initial costs incurred by
Idaho Power fbr equipment costs, installatiul ct-rsts ald Itlalru Puwer uuguiug nrouthly upcratiurrs
and monthly maintenance expenses.
.A,RTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. 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) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy productton lnto the Idaho Power electrical system. All Metering Equipment and
installation costs shall be bome by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
10.1
2il812(n5
fi.2
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
scalcd and thc seals shall bc brohcn only by Idaho Powcr whcn thc mctcrs arc to bc inspcctcd,
tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the eqrripment instnlled as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. lf a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measurement made by the standard meter used in the
rcst, adjustment (eilher upward or downward) to the paymcnts Seller has receiverl shall bE rnatle
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (l) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
I 1.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
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.
AR'I'ICLE XII - REUORDS
l2.l 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, lnadvertent Energy
- 13-
2fi8/2005
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal busincss hours, to inspcct and audit any or all gcncration, Nct Encrgy, Station Usc,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
l3.l
ARTICLE XIII - PROTF,CTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation lnterconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt ofthe Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect ldaho Power's equipment, personnel or service to its customers, Idaho
Power may physically intemrpt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such internrption prior to its occurrence as provided in paragraph 14.9. Selter shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished lnterconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Deslgnated Drspatch Facllrty rn accordance wlth
Appendix A of this Agreement.
14 .2 Enerqy Acceptance -
- 14-
2/t 8/2005
14.3
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Dclivcra, if it is prcvcntcd from doing so by an event of Force Mojeure, or if Idaho Power
determines that curtailment, intemrption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical sysfem operating conditions on its system or as otherwise reryrired
by Prudent Electrical Practices. lf, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14,2.2 lf, in the reasonable r;pirrion of ldalu.r Puwer, Scllcr\ upcratiorr uf tlre Facility or
Interconnection Facilities is unsafe or may otherwise adversely afTect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Ma.;eure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
- 15-
ata200s
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outogc 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 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided hy the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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
accr;rdartcc with Articlc XXVIII tlrat will curtairr the begiuning hour arrd duratiurr of thc
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 14.3.1. 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.
14.5 Voltaee Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (18O; days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (l0c/o) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
- 16-
2n812(n5
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Rampins - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the ratc that gcncration is changcd at startup, during normal opcration or fbllowing
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or hefore Ianuary 31 of each calendar year, .Seller shall srrhmit 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 ofthe proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility mainrcnance schedules such that thcy occur sinrultaneuusly.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facitity.
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.
14.9
ARTICLE XV: INDEMNIFICATION AND INSURANCE
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 thlrd persons tor rnlury to or death of person or lnJury to property,
proximately caused by the indemnifying Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
2n812005
this Agreement. 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 costs, including
rcasonablc attorney focs that may bc incurrcd by thc othcr Party in cnforcing this indcmnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage :
15.2.1 Comprehensive General L.iability fnsurance fnr hnth hodily injrrry 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 lnsurance Industry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming ldaho Power as an additional insured and loss payee as
(b)
applicable; and
A provision stating that such policy shall not be canceled or the lirnits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Ceftificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish ldaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - lf the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
AKIICLE XVT. IORCE MAJEURE
16.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
- l8-
2fi8t?OO3
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, fircs, lightning, epidcmics, sabotagc, or changcs in law or rcgulation occuring aftcr
the Operation 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. If either Party is rendered wholly or in part rrnahle tn perform its ohligations rrnder
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever perfbrmance is affected by the event of Force Majeure, provided that:
( I ) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Pany 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
ARTICLE XVII: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, lnterconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-ot-way liom third partres so as to provrde ldaho Power wrth the access
described above. AII documents granting such easements or rights-of-way shall be subject to
Idaho Power'.s approval and in recordable form.
_ 19_
(2\
(3)
11.1
2^8/2005
17.2 UseofPublicRights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructcd in closc proximity. Therefore, subject to Idoho Power'.s compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-fumished lnterconnection
Facilities rrpon, along and over any and all puhlic roads, streets and highways, then the use hy
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
17 .3 Joint Use of Facilities - Subject to ldaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may rccoflstruct Scllerl htersuutrcctiuu Facilitics to accorrurtudatc Itlairu Puwerl
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
lnterconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17 .4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 afi 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operatmg Jolntly used facilities and nghts-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
-20-
atazoos
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVItr: LIABILITY: DEDICATION
l8.l 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
l9. r
ARTICLE XD(: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLEXX: WAIVER
20.1 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 XXI: CHOICE OF LAWS AND VENUE
21.1 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.
21.2 Venue for any Iitigation 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.
- 21-
utw2uJ5
ARTICLE XXII: DISPUTES AND DEFAULT
22.1 Disputes - All disputcs rclatcd to or arising undcr this Agrcement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
22.2 Notice of Default -
22.2.1 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
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Aereement. Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
1.' ',t )
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 nondcfaulting Parly nuy, at its uptiurr, terrrrilate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 22.2.1 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.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
En$neer'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
aa
22.3.2
at8t2w5
223.3
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agre.ement- In addition, Seller will supply Idahcl Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXIII: COVERNMENTAL AUTHORIZATION
Z3.l This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 This Agreement shall becorne 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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,
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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 ofconscnt or approval by thc Scllcr, succccd to oll of ldaho Powcr'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 he notified hy the financing entity that it is
exercising such rights or remedies.
ARTICLE XXVI: MODIFICATION
26.1 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 XXVII: TAXES
27.l Each Pany shall pay before delinquency all taxes and other govenlmental charges which, it tailed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVItr: NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Pilgrim Stage Station Wind Park, L.L.C.
Attn: Larry Leib
l424Dodge Ave
Helenq MT 59601
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2t18t2A)5
To Idaho Power:
Original document to:
Vice Prcsiderrt, Puwel Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Copy ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
ARTICLE XXX: SEVERABILITY
30 I 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 XXXI: COUNTERPARTS
3l . I 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 XXXtr: ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties conceming the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
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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 respecfive nAmes on fhe dates sef forth helow'
Idaho Power Company Pilgrim Staee Station Wind Park L.L.C.
" t/r-r*,Z*
N. Vern Porter - Mgr Power Supply Operations
febeunev 18. Aes Dated .. r'''
ir,o,,n,., /{'-o ?da{-
"Seller""Idaho Power"
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2118t2005
APPENDIX A
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
P0Box70
Boise" Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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zfi8t2005
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTIILY POWER PRODUCTION AND SWITCIIING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Statiorr
Usase
Statiou
Usage
Metered
Maximum Gcneration
k\ry
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difrerence:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
* Breaker Openins Reason Codes
L,ack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systerns
Cause Unlicrown
Other (Explain)
I,
3
4
5
6
7
Net Generation
Breaker 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
abovc month and that thc switching rccord is accuratc
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
*i
I
;
j
Reason
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A-2 ROUTIM REPORTING
Idaho Power Contact Information
Daily EnerBy Production RcPorting
Call daily by l0 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
o Projert Identification - Project Name and Project Number
. Current Meter Reading
o Estimated Generation for the current day
r Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-80O-i45-l j19 and leave the following information:
. Project Identification - Project Name and Project Number
. Approximate time outage occurredo Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour hoiect Operational Contact
Name:
Telephone Number:
Cell Phone:
Proiect C)n-site Contact i nformation
Telephone Number:
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B-l
APPENDX B
FACILITY AND POINT OF DELIVERY
PROJICT NO. 31315045
PILGRIM STAGE STATION WIND PARK
DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of '10.5 MW.
LOCATION OFFACILITY
Ncar: Hagermon, Idaho
Sections: 19.24.25.31 Township: 75 County: Twin Falls ldaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2005 as the estimated Scheduled First Energy Date.
Seller has selected January 15. 2006 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation lnterconnection process. 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-2
B-3
B-4
30-
ts-.5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's cncrty is dclivercd to thc Idaho Power electrical systcm. The Idaho Powcr Ccncration
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement,
8-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy ddiveries by
the Seller to the ldaho 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 an,J the Idaho
Power Poinr of Delivery. This loss calculation will be initially ser at ZVo of rhe k\'y'lr 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 anytime during the term of this Agreement. Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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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 rrut bu liuritsd tu equipneut specificatiorrs, cquipnrcnt location, Idaho Powcr
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the Idaho Power provided equipment. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule l'2 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILMIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
spe.cifications, 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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ts-tt
Maintenance Charges specified in Schedule 72.
RBAC'IIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Ceueratiol hrterconncction procsss will spccify thc cquipmcnt rcquircd on thc ldaho Powcr
system to meet the Facility's reactive power requirements. 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
klalru Puwer's slsttrru in tlre event of (l) the Sellers delivcry of cncrgy cxcecds thc Maximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Ceneration Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
B-9
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zfi8t2U)5
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit noccssary for thc opcration of thc Disconncction Equipmcnt. Through thc
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring fnr engineering approval prinr tr-r installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
ttris Facility to intcrconncct to thc Idaho Powcr systcrn, including but not limitcd to thc cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equiprnent. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pav Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with ScheduleT2the monthly operations and maintenance charge will be adjusted to
reflcct tltc actual uust itlcurred by Idaho Power arrd previously clrargcd monthly opcration and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpaymont of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-I1 SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under ScheduleT2,the Generation
lnterconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes thar Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after roceipt of the invoice. Seller sholl have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDXC
ENGINEER S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
L That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand thls Statement is identified as IPCo Facility No.
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 twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Enginccr rccognizcs that Idaho Powcr, in accordoncc with pamgraph 5.2 of thc Agrcerrrnt,
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
knnwledge and thereforc sets his hand and seal helow-
(P.E. Stamp)
Date
By
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APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyeq 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 IPCo Facility No.
"Project".
and hereinafter referred to as the
4. That the Project, which is commonly known as
the
Project, is located at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design. construction and operation of electric
power plants of the same tyPe as this Project.
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said 0&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
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It
remaining
-
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is rclying on Enginocr's rcprcscntations and opinions containcd in this Statcmcnt.
10. That Engineer certifies that the above statements are complete, true aud accurate to the best of his
knowledge and therefore sets his hand and seal below,
(P.E. Stamp)
Date
By
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APPENDIX C
ENGINEER S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
L That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as BuYer, and as Seller, dated
J.That the cogeneration or small power production project which is the subject of the
and is hereinafterAgreement and this Statement is identified as IPCo Facility No
referred to as the "Project".
4. That the Project, which is commonly known as the
Project, is Iocated 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 tbr a
-
(-) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same tvrre as this hoiect.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
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2il8t2005
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
AgreemenL
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of perfbrming in accordance with the
tcrmsoftheAgreementandwithPrudentElectricalkacticesfora-()yearperiod.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best ofhis knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
the
and
By
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