20140225Settlement Stipulation.pdf

DONOVAN E. WALKER (!SB No. 5921)
JULIA A. HILTON (lSB No. 7740)
ldaho Power Company
1221West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
i h i lton@ ida hopower. com
Attorneys for Idaho Power Company
DEBORAH E. NELSON (lSB No. 5711)
PRESTON N. CARTER (lSB No. 8462)
Givens Pursley LLP
601 W. Bannock St.
P.O. Box 2720
Boise, ldaho 83701 -2720
Telephone: [phone]
Facsimile: [phone]
Attorneys for ldaho Wind Partners l, LLC
IDAHO WIND PARTNERS I, LLC
Complainant and Petitioner,
VS.
IDAHO POWER COMPANY,
Respondent.
tl*t: r.- ,. ^.:.. .i, i_"
CASE NO. IPC-E-13-19
SETTLEMENT STI PULATION
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
This settlement stipulation ("Settlement Stipulation") is entered into between
ldaho Power Company ("ldaho Power" or "Company") and ldaho Wind Partners l, LLC
SETTLEMENT STIPULATION - 1
("ldaho Wind Partners" or "lWP"), referred to herein individually as a "Party" and
collectively as the "Parties." The Parties agree as follows.
I. INTRODUCTION
1. The terms and conditions of this Settlement Stipulation are set forth
herein. The Parties agree that this Settlement Stipulation represents a fair, just, and
reasonable compromise of the dispute(s) between the Parties and that this Settlement
Stipulation is in the public interest. The Parties maintain that the Settlement Stipulation
as a whole and its acceptance by the ldaho Public Utilities Commission ("Commission")
represent a reasonable resolution of all issues between the Parties identified herein.
Therefore, the Parties request that the Commission, in accordance with RP 274-76,
approve the Settlement Stipulation and all of its terms and conditions without material
change or condition.
!I. BACKGROUND
2. On October 29,2013,1daho Wind Partners filed a Complaint and Petition
for Declaratory Order (IPUC Case No. IPC-E-13-19) with the Commission against ldaho
Power alleging that ldaho Power had failed to properly calculate Market Energy Costs
pursuant to the Firm Energy Sales Agreements ("FESA") between ldaho Power and
several of IWP's wind generation projects. On November 29,2013, ldaho Power filed
an Answer and Cross-Complaint in this matter asking that the relief requested in !WP's
Complaint be denied and seeking an order directing the use of the Platts non-firm Mid-C
index. On December 20, 2013,ldaho Wind Partners filed an Answer to ldaho Power's
Cross-Complaint.
3. ldaho Wind Partners has eleven Public Utility Regulatory Policies Act of
1978 ("PURPA') Qualifying Facility ("QF') wind generation projects that have contracts
SETTLEMENT STIPULATION - 2
to sell their generation to ldaho Power ("Projects"). Eight of the Projects have FESAs
that contain published, non-levelized, avoided cost rates. Three of the Projects have
FESAs that contain published, levelized, avoided cost rates. The eight non-levelized
contracts are the subject of ldaho Wind Partners' Complaint. Those projects are:
Thousand Springs Wind Park, LLC - Case No. IPC-E-05-06; Pilgrim Stage Station
Wind Park, LLC - Case No. IPC-E-05-07; Oregon Trail Wind Park, LLC - Case No.
IPC-E-05-08; Tuana Gulch Wind Park, LLC - Case No. IPC-E-05-09; Golden Valley
Wind Park, LLC - Case No. !PC-E-05-17; Burley Butte Wind Park, LLC - Case No.
IPC-E-05-18; Milner Dam Wind Park LLC - Case No. IPC-E-05-30; and Salmon Falls
Wind Park, LLC - Case No. IPC-E-05-33 ("eight non-levelized contracts"). The three
levelized contracts are: Camp Reed Wind Park, LLC - Case No. IPC-E-09-18; Yahoo
Creek Wind Park, LLC - Case No. IPC-E-09-19; and Payne's Ferry Wind Park, LLC -
Case No. !PC-E-09-20 ("three Ievelized contracts"). All eleven contracts were approved
by the Commission in each project's respective Case No. listed above.
4. The eight non-levelized contracts were entered into and approved by the
Commission prior to the implementation of a wind integration charge in the state of
ldaho. Consequently, those wind contracts pay no wind integration charge or wind
forecasting fees and contain provisions for a9Oo/o1110% performance requirement. The
three levelized contracts contain wind integration charges and forecasting fees as well
as provisions for Mechanical Availability Guarantee ("MAG").
5. The Parties met on December 19, 2013, for confidential settlement
discussions and reached agreement resolving all issues between the Parties identified
herein. Based upon the settlement discussions, as a compromise of the respective
SETTLEMENT STIPULATION - 3
positions of the parties, and for other consideration as set forth below, the Parties agree to
the following terms:
III. TERMS OF THE SETTLEMENT STIPULATION
6. Performance requirements of the FESAS. The Parties agree that the eight
non-levelized contracts shall be amended to remove the 90%/110% performance
requirement and to replace such requirement and provisions with provisions for a MAG.
All eight contracts contain identical language and provisions and thus will all be
amended in the same way. Attached hereto as Attachment 1 are the eight
Amendments to each of the eight non-levelized contracts. Also attached hereto as
Attachment 2 is a red-lined version of one of the identical eight non-levelized contracts
showing the insertions and deletions in red-line format for everyone's convenience.
7. Wind lnteoration Charoe and Wind Forecastino Fees. The Parties agree
that the eight non-levelized contracts will be amended to include a $6.50 Mills/kWh wind
integration charge and the current wind forecasting fees for the remaining term of those
contracts. See Attachment 1 and 2.
8. ldaho Wind Partners' Complaint. The Parties agree to dismiss ldaho Wind
Partners' pending Complaint and ldaho Power's pending Cross-Complaint in IPUC
Case No. !PC-E-13-19. Both Parties, along with their current and former partners, joint
venturers, representatives, successors, assigns, affiliates, subsidiaries, parents,
divisions, departments, lenders, investors, shareholders, officers, directors, employees,
managers, agents, insurers, and predecessors ("Releasing Parties") fully, finally, and
forever release, discharge, and covenant not to sue the other Party and its current and
former partners, joint venturers, representatives, successors, assigns, affiliates,
subsidiaries, parents, divisions, departments, investors, lenders, shareholders, officers,
SETTLEMENT STIPULATION - 4
directors, employees, managers, agents, insurers, and predecessors ("Released
Parties") to the broadest extent allowed by law from and for any and all claims, actions,
causes of action, debts, damages, demands, offsets, payments, costs, rights, liabilities,
charges, and expenses, direct or indirect, regardless of the legal or equitable theory on
which they are based, whether known or unknown, liquidated or unliquidated, accrued
or unaccrued, asserted or unasserted, arising from or relating to the allegations in the
Complaint and Cross-Complaint in IPUC Case No. IPC-E-13-19.
9. Chanoe in the Wind lnteqration Charoes. ldaho Power agrees not to
seek, support, or take any action that would change or impose any similar such wind
integration charge to be assessed to the eight non-levelized contracts pursuant to this
Settlement Stipulation or to the currently assessed wind integration charge for the three
levelized contracts, either as part of the current case seeking to update ldaho Power's
wind integration rates and charges, IPUC Case No. IPC-E-13-22, or any other
subsequent case or proceeding. The Parties, and the Commission, by its approval
hereof, agree that the current and stated wind integration charge for IWP's eleven
existing and amended contracts remain fixed for the remaining term of those respective
agreements.
10. Effective Date. The Parties agree that the effective date for this
Settlement Stipulation and for the amended eight non-levelized contracts shall be
January 1,2014. Unless and until the Commission approves this Settlement Stipulation
and the amendments to each contract, the Parties agree to continue operating and
abiding by the terms and conditions contained in the FESAs without the proposed
amended terms and conditions, however, such agreement is merely for the
convenience of the Parties pending approval of this Settlement Stipulation and shall not
SETTLEMENT STIPULATION - 5
be deemed acceptance of, or a waiver of any rights or arguments as to, the payments
due or other terms related to the FESAS. Within thirty (30) days of Commission
approva! and the expiration of any appeal period or resolution of any appeal, the Parties
will make any accounting adjustments and payments necessary to have the amended
terms and conditions take effect on January 1,2014.
11. The Parties agree that this Settlement Stipulation represents a
compromise of the positions of the Parties in this case. Except to the extent necessary
for a Party to explain before the Commission its own statements and positions with
respect to the Settlement Stipulation, all statements made and positions taken in
negotiations relating to this Settlement Stipulation are confidential and will not be
admissible in evidence in this or any other proceeding.
12. The Parties submit this Settlement Stipulation to the Commission and
recommend approval in its entirety pursuant to RP 274-76. The Parties shall support
this Settlement Stipulation before the Commission and shall not appeal a Commission
order approving the Settlement Stipulation or an issue resolved by the Settlement
Stipulation. lf this Settlement Stipulation is challenged by anyone who is not a Party,
then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented,
including the right to raise issues that are incorporated in the settlements embodied in
this Settlement Stipulation. Notwithstanding this reservation of rights, the Parties agree
that they will continue to support the Commission's adoption of the terms of this
Settlement Sti pulation.
14. lf the Commission or any reviewing body on appeal rejects any part or all
of this Settlement Stipulation or imposes any additional material conditions on approval
SETTLEMENT STIPULATION - 6
of this Settlement Stipulation, then each Party reserves the right, upon written notice to
the Commission and the other Party to this proceeding within fourteen (14) days of the
date of such action by the Commission, to withdraw from this Settlement Stipulation. ln
such case, no Party shall be bound or prejudiced by the terms of this Settlement
Stipulation and each Party shall be entitled to seek reconsideration of the Commission's
order, file testimony as it chooses, cross-examine witnesses, and do all other things
necessary to put on such case as it deems appropriate. ln such case, the Parties
immediately will request the prompt reconvening of a prehearing conference for
purposes of establishing a procedural schedule for the completion of IPUC Case No.
IPC-E-13-19, and the Parties agree to cooperate in development of a schedule that
concludes the proceeding on the earliest possible date, taking into account the needs of
the Parties in participating in hearings and preparing briefs. Additionally, if the
Settlement Stipulation is not approved or accepted, then ldaho Power will not object to
intervention, whether timely or late, as necessary to allow ldaho Wind Partners to
participate in IPUC Case No. IPC-E-13-22 or any other then-pending case potentially
impacting the eleven contracts.
15. The Parties agree that this Settlement Stipulation is in the public interest
and that all of its terms and conditions are fair, just, and reasonable.
16. No Party shall be bound, benefited, or prejudiced by any position asserted
in the negotiation of this Settlement Stipulation, except to the extent expressly stated
herein, nor shall this Settlement Stipulation be construed as a waiver of rights unless
such rights are expressly waived herein. Except as otherwise expressly provided for
herein, execution of this Settlement Stipulation shall not be deemed to constitute an
acknowledgment by any Party of the validity or invalidity of any particular method,
SETTLEMENT STIPULATION - 7
theory, or principle of regulation or cost recovery. No Party shall be deemed to have
agreed that any method, theory, or principle of regulation or cost recovery employed in
arriving at this Settlement Stipulation is appropriate for resolving any issues in any other
proceeding in the future. No findings of fact or conclusions of law other than those
stated herein shall be deemed to be implicit in this Settlement Stipulation. IWP reserves
the right to institute or participate in any proceeding involving issues not resolved herein
or in any proceeding in which the approved terms in the Projects' FESAs are
challenged, impacted or proposed for revision.
17. The obligations of the Parties are subject to the Commission's approval of
this Settlement Stipulation in accordance with its terms and conditions and upon such
approva! being upheld on appeal, if any, by a court of competent jurisdiction. All terms
and conditions of this Settlement Stipulation are subject to approval by the Commission,
and only after such approval, without material change or modification, has been
received shall the Settlement Stipulation be valid.
18. This Settlement Stipulation may be executed in counterparts and each
signed counterpart sha/l constitute an original document.
DATED tnis4al^ day of February 2014.
ldaho Wind Partners l, LLC
Attorney for ldaho Power Company.
Deborah E. Nelson
Attorney for Idaho Wind Partners l, LLC
SETTLEMENT STIPULATION - 8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 25th day of February 20141 served a true and
correct copy of the SETTLEMENT STIPULATION upon the following named parties by
the method lndicated below, and addressed to the following:
Commission Staff
Kristine A. Sasser
Deputy Attomey General
ldaho Public Utilities Commission
47 2 W esl Wash i ngton (83702 )
P.O. Box 83720
Boise, ldaho 83720-007 4
ldaho Wind Partners l, LLC
Deborah E. Nelson
Preston N. Carter
GIVENS PURSLEY LLP
601 West Bannock Street (83702)
P.O. Box 2720
Boise, ldaho 83701 -2720
X Hand Delivered
_U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Hand Delivered
U.S. Mail
Overnight Mail
FAX
Email [e-mail]
p resto nca rter@q ivens p u rslev. co m
Christa Bearry, Legal Assistant
SETTLEMENT STIPULATION - 9
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-13-19
IDAHO POWER COMPANY
ATTACHMENT 1
AMENDMENTS
Facility No. 31765170
Project: Burley Butte Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AG REEM ENT
This First Amendment to the Firm Energy Sales Agreement ("FESA" or "Agreement") by and
between BI-]RLEY BUTTE WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho
Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA forthe Burley Butte Wind Park ('Tacilrty") on May 5,
2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
July 1, 2005 in Order No. 29813;
WHEREAS, on October 8, 2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment, affirrred certain terms within the Agreement and added
net energy prices for four additional years, which was amended on March 3,20L1 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Energy Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability parantee requirement, which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year energy rates.
NOW TI{EREFORE, in consideration ofthe mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page I of 13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant toRP 274. Hthis First Amendment is challenged by anyone not a parly to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such casie as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the righq
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In sueh oase, no Party shall be
bound or prejudiced by the terms of this First Amendment and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January 1,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within thirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustments and payments necessary
to have this First Amendment take effect upon the Effective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
lmmediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE I: DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Calculated Net Energy Amount" - The Nameplate Capacity of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Energy Production.
1.2 "Co!0uqi$ieg" - The Idaho Public Utilities Commission.
1.3 "Contract_Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch FacilU'- Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
1.4 "@' - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Energy Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 Mills/I(wh the
result shall be 15.00 Mills/Kwh.
1.5 "Disconnection Equioment" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
1.6 eeE*if!ry" - That electric generation facility described in Appendix B of this
Agreement.
1.7 "fu!_E4plg-Date." - The day commencing at 0001 hours, Mountain Time,
following the day that Seller has satisfied the requirements of Article [V and the
Seller begins delivering enerry to Idaho Power's system at the Point of Delivery.
First Amendment to FESA
Page 3 of 13
1.8 "E@ed Outage" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Energy at the Point of Delivery for non-economic reasons, iN a
result of Idaho Power or Facility: 1) equipment failure which was nOt the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perfonn this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtaihnent order.
I.9 "Generation Interconnection '- 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.
1.10 "InadvertentE4gtg" - Electric energy Seller does not intend to generate.
Inadvertent energy is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation lnterconnection Process and any additional equipment specified in
Appendix B.
l.l2 "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 10 average MW per month and is therefore eligible to be paid the
published rates in accordance with Commission Order No. 29632.
l.l3 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
point where the Facility's enerry 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.l4 "Lost Energy Production" - A monthly estimate after the fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's energy production that was not delivered as Net
Energy due to: 1) periods where the level of Suffrcient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator, 2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unit) lasts for less than 15 minutes, then no Lost Energy
Production will be calculated. Calculation of ttre amount of Lost Enerry
Production will be the verifiable duration (not less than l5 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Energy Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the 61foq impacted generation units.
Example - if a single turbine with aNameplate Capacity rating or 2.1 MW suffers
a l00Yo gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30%o capacity factor during this 48 hour period then the amount of Lost Energy
Production will be;48 hours X 2.1 MW X 30% = 30.24 MWh (30,240 kwh).
First Amendment to FESA
Page 5 of 13
"A4arkg!_Engr&v Cost" - Eighty-five percent (85%) of the weighted average of the
daily on-peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C
lndex) prices for non-firm enerry. [f 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 industy.
I . 16 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
l.l7 "@'- The maximum capacrty (M!\a) of the Facility will
be as specified in Appendix B of this Agreement.
I .18 "Mechanical Availabilfu" - The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Enerry
divided by the Facility's Calculated Net Enerry Amount for the applicable month.
1.19 "Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
1.20 "Metering Equipmentu - 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.
l.2l *Nameplatq Capacity" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
transformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
1.22 '&I_E4prgy" - All of the electric energy produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours (kWh). Seller commits to deliver all
First Amendment to FESA
Page 6 of 13
1.23
1.24
Net Energy to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
"operaliou_Date," - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2 have been completed.
"Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
"@'- 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.
"Scheduled Operation Date" - The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
t.25
t.26
| .27 "S@ule_72" - Idaho Power's Tariff No 1 0 1 , Schedule 72 or its successor
schedules as approved by the Commission.
1.28 "Season,'- The three periods identified in paragraph 6.2.1 of this Agreement.
1.29 "SB@l iagilities] - Additions or alterations of transmission and/or distribution
lines and transforrners 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.
1.30 "Station_Uge" - Electric energy that is used to operate equipment that is atrxiliary
or otherwise related to the production of elechiclty by the Facility.
1.31 'oSg1BlUS l4gIg" -All Net Enerry produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the Facility" - The total cost of structures, equipment and
apPurtenances.
1.33 "Wind Enerry Production Fo ' - A forecast of enerry deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
FirstAmendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Energy. Subsections 6.2.2,6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
Net Enerry Purchase Price - For all Net Enerry, Idaho Power will pay the non-
levelized energy price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 MillsA(wh wind
integration charge.
7.1
Season I -(73.50%)
Year Mills/kWh
2005 37.00
2006 37.85
2007 38.73
2008 39.62
2009 40.53
2010 41.46
20rl 42.42
2012 43.39
2013 44.39
2014 45.42
20ts 46.47
2016 47.54
20t7 48.63
2018 49.76
2019 50.91
2020 52.07
2021 53.28
2022 54.51
2023 55.76
2024 57.05
2025 58.37
2026 59.72
2027 61.09
2028 62.s0
First Amendment to FESA
Page 8 of 13
Season 2 - (120.00%) Season3 - (100.00 %)
MillslkWh
60.41
61.80
63.23
64.68
66.t7
67.69
69.2s
70.8s
72.48
74.16
75.86
77.62
79.40
8t.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
99.74
102.05
MillslkWh
50.34
51.50
52.69
53.90
55.14
56.41
57.7r
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
79.4t
81.25
83.t2
8s.04
2029
2030
203r
63.95
64.69
66.r9
104.40
r05.62
108.06
87.00
88.02
90.05
Pavment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
Payment Due Date -Enerry payments to the Seller, less the Wind Enerry
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Enerry, and
Inadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Enerry Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVItr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Partrers 1, LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To Idaho Power:
First Amendment to FESA
Page 9 of 13
7.4
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
11. Additional Terms and Conditions. Article X)(D( of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
29.t
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and
included by reference:
AppendixA
AppendixB
Appendix C
AppendixD
Appendix E
Generation Scheduling and Reporting
Facility and Point ofDelivery
Engineer' s Certifi cations
Mechanical Availability
Wind Energy Production Forecasting
12. Mechanical Availability. The following Appendix D shall be included inthe Agreement between the
Parties:
APPENDD( D
MECIIANICAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January 1,2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85%o for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the sarne time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page l0 of 13
Report (Appendix A), the Seller shall provide and certifu the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
o If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacity of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Enerry Shortfall Price
. Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
o The Seller shall maintain and retain for t}ree years detailed documentation supporting
the monthly calculation ofthe Facility's Mechanical Availability.
o ldaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Enerry Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page ll of13
As specified in Commission Order 30488,Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualifying Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Energy
Production Forecasting is deterrrined as specified below. Seller's share will not be greater
than 0.1% of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
a. For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.
The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power Company.
Facilitv M W (F M W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) is equalto one-
half of the total annual cost Idaho Power incurs to provide Wind Energy Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
b.
c.
Fint Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW i TMW)
And
Monthly Cost Allocation (M CA) = ACA 112
13. Effect of Amendment. Except as otherwise amended by this First Amendment the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to ttre benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authoritv. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreement and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company
By
Date /- zq w Dated 2l't ll
First Amendment to FESA
Page 13 of 13
. Vice
Burley Butte Wind Park L.L.C.
Steven I. Eisenberg, Managing Director
FacilityNo. 31765160
Project Golden Vallev Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Energy Sales Agreement ("FESA" or "Agreement") by and
between GOLDEN VALLEY WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho
Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA for the Golden Valley Wind Park ("Facility") on May
5,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
July 1,2005 in OrderNo. 29814;
WHEREAS, on October 8,2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment, affirmed certain terms within the Agreement, and added
net energy prices for four additional years, which was amended on March 3,2011 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Enerry Cost; and
WHEREAS, in settlement of the calculation of Market Enerry Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requirement which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year enerry rates.
NOW TI#REFORE, in consideration of the mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page I of13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to ttre Commission and recommend
approval in its entirety pursuant toRP 274. If this First Amendment is challenged by anyone not a parly to
the First Amendment, then each Parly reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree ttrat they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Party shall be
bound or prejudiced by the terms of this First Amendment, and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such curse as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January 1,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within thirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustrnents and payments necessary
to have this First Amendment take effect upon the Effective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Calculated Net Enerry Amount" - The Nameplate Capacrty of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Enerry Production.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 "eontragt_Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Frcility,'- Idaho Power's Systems Operations Group, or any
subsequent goup designated by Idaho Power.
1.4 "@' - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Enerry Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 Mills/Kwh the
result shall be 15.00 MillslKwh.
1.5 "Disconnection Equipment" - All equipment specified in Schedule 72 andthe
Generation lnterconnection Process and any additional equipment specified in
Appendix B.
I.6 "Eagiliry" - That electric generation facility described in Appendix B of this
Agreement.
I.7 "Firs11E[grSLDde" - 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.
First Amendment to FESA
Page 3 of 13
1.8 "Forced_Quta&" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Enerry at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was not the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable effons to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtaitnent order.
1.9 "Generation Interconnection Pr '- 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.
1.10 "Inadvg4gat_Enerry" - Electric enerry Seller does not intend to generate.
Inadvertent enerry is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
Appendix B.
l.l2 'olnitial Capacity Determination" - The process by which Idaho Power confrms
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 OrderNo. 29632.
I . 13 6(Losses" - The loss of electrical energy expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
point where the Facility's energJ is metered and the point the Facility's enerry is
delivered to the Idaho Power electrical system. The loss calculation formula will
be as specified in Appendix B of this Agreement.
"@'- A monthly estimate afterthe fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Enerry due to: 1) periods where the level of Suffrcient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator,2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unit) lasts for less than 15 minutes, then no Lost Energy
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacrty factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Enerry Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with aNameplate Capacrty rating or 2.1 MW suffers
a 100% gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30Yo capacity factor during this 48 hour period then the amount of Lost Energy
Production will be; 48 hours X 2.1MW X 30%o = 30.24 MWh (30,240 kV/h).
First Amendment to FESA
Page 5 of 13
l.l5 "Markgt Egg1g-.1Cqst" - Eighty-five percent (85%) 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.
1 . 1 6 "Material Breach" - A Default (paragraph 22 .2 .1) subj ect to paragraph 22 .2 .2 .
l.l7 "Maximum Capacitv Amount" - The maximum capacity (MW) of the Facility will
be as specified in Appendix B of this Agreement.
l.l8 "@'- The percentage arnount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Enerry
1.19
1.20
1.21
First Amendment to FESA
Page 6 of 13
divided by the Facility's Calculated Net Energy Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"@ - 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 electoic generation plant and Idaho Power's system.
'fuBlate Capac&" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
transformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
1.22 '1{9t_Eg9Ig" - All of the electric enerry produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours ftWh). Seller commits to deliver all
t.23
Net Energy to Idaho Power at the Point of Delivery for the fulIterm of the
Agreement. Net Energy does not include lnadvertent Energy.
"Q@ieq_re," - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5 .2 have been completed.
"Pqi4t-qfDelive:y" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
1.25 "@'- Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently and economically.
1.26 "Scheduled Operation '- The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
1.27 *SchedulglZ - Idaho Power's TariffNo 101, Schedule 72 or its successor
schedules as approved by the Commission.
1.28 "bon" - The three periods identified in paragraph 6.2.1 of this Agreement.
I.29 "Spia!_-Eagililigd - Additions or alterations oftransmission and/or distribution
lines and transformers as described in Appendix B, Schedule 72 orthe Generation
lnterconnection Process required to safely interconnect the Seller's Facility to the
Idaho Power sYstem.
1.30 "Station Use" - Electric energy that is used to operate equipment that is auxiliary
or otherwise related to the production of electricrty by the Facility.
1.31 ".Ws._fuIry" -All Net Enerry produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the FacilV'- The total cost of structures, equipment and
apPurtenances.
L.33 "Wind Energv Production '- A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Enerry. Subsections 6.2.2,6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
Net Energy Purchase Price - For all Net Enerry, Idaho Power will pay the non-
levelized energy price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 MillslKwh wind
integration charge.
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year MillslkWh Mills/kWh Mills/kWh
200s 37.00 60.41 s0.34
2006 37.85 61.80 51.50
2007 38.73 63.23 s2.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
20t0 41.46 67.69 56.41
20tt 42.42 69.25 57.71
20t2 43.39 70.85 59.04
2013 44.39 72.48 60.40
20t4 45.42 74.16 61.80
20t5 46.47 75.86 63.22
20t6 47.s4 77.62 64.68
20t7 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
2027 61.09 99.74 83.12
2028 62.50 102.0s 8s.04
First Amendment to FESA
Page 8 of 13
7.1
2029
2030
2031
63.95
64.69
66.19
104.40
t05.62
108.06
87.00
88.02
90.05
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
Pa)rment Due Date -Enerry payments to ttre Seller, less the Wind Enerry
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days ofthe date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Enerry, and
lnadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Energy Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVIII of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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, frst-class postage prepaid,
as follows:
To Seller: Idaho Wind Partners I,LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
First Amendment to FESA
Page 9 of 13
7.4
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
11. Additional Terrns and Conditions. Article X)(D( of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
ARTICLE XXDC 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
AppendixB - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
AppendixD - MechanicalAvailability
Appendix E - Wind Enerry Production Forecasting
12. Mechanical Availability. The following Appendix D shall be included in the Agreement between the
Parties:
APPENDX D
MECHANICAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January l, 2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85Yo for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page l0 of13
Report (Appendix A), the Seller shall provide and certiff the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of; (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacrty of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Energy Shortf,all Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after ttre damages are
offset against the energlr payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
The Seller shall maintain and retain for three years detailed documentation supporting
the monthly calculation of the Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
ofFrces.
13. Wind Enerry Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page l1 of13
As specified in Commission Order 30488,Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualifuing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Energy
Production Forecasting is determined as specified below. Seller's share will not be greater
than O.lYo of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
a. For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within l5 days of the Idaho Power invoice.
b. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.
c. The monthly cost allocation will be based upon the following formula :
Where: Total M W (TM W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power Company.
Facilitv M W (F M W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual W i nd E ne rov P rod uction Fo recasti no Cost (A F Cost) is equal to one-
half of the total annual cost Idaho Power incurs to provide Wind Energy Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA 112
13. Effect of Amendment. Excep as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to the benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authoritv. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreemen! and (iii) it has requisite
authority to execute this First Amendment
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
ldaho Power Company Golden Valley Wind Park L.L.C.
By
Date 2 z4 l+ Dated a />r /f(
First Amendment to FESA
Page 13 of 13
A Grow, Sr. Vice President, Power
Facility No. 31315075
Project: Oregon Trail Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Energy Sales Agreement ("FESA" or "Agreement") by and
between OREGON TRAIL WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho
Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA forthe Oregon Trail Wind Park ("Facility") on
February 18,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
April25,2005 in OrderNo. 29772;
WHEREAS, on October 8,2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment, affirmed certain terms within the Agreement, and added
net energy prices for four additional years, which was amended on March 3,2011 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Enerry Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requirement which shall include a flat $6.50 MillslkWh wind
integration charge, monttrly wind forecasting charge, and additional calendar year energy rates.
NOW TI{EREFORE, in consideration ofthe mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
Fint Amendment to FESA
Page I of 13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant toRP 274. If this First Amendment is challenged by anyone not a party to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Parly reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Parly shall be
bound or prejudiced by the terms of this First Amendment and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January I,2014 (the "Eflective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within thirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustrnents and payments necessary
to have this First Amendment take effect upon the Effective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Calculated Net Enerry A '- The Nameplate Capacity of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Productiorq and minus the estimated Station Use associated with the Lost
Energy Production.
1-2 "eepqmissioq" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
"Enerry Shortfall Price" - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Energy Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 Mills/I(wh the
result shall be 15.00 Mills/Kwh.
"Disconnection Eouipment" - All equipment specified in Schedule 72 andtke
Generation Interconnection Process and any additional equipment specified in
Appendix B.
"Faciliry" - That electric generation facility described in Appendix B of this
Agreement.
"First Enerpy Date" - The day commencing at 0001 hours, Mountain Time,
following the day that Seller has satisfied the requirements of Article [V and the
Seller begins delivering energy to Idaho Power's system at the Point of Delivery.
First Amendment to FESA
Page 3 of 13
t.4
1.5
1.6
1.7
1.8 "Forcec!-.1QUE&" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliverNet Enerry to the Point of Delivery, or b) Idaho Power's
ability to accept Net Enerry at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: l) equipment failure which was flot the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtailment order.
1.9 "Generation Interconnecd '- 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 Eleckical Practices and national safety standards.
1.10 "lnadvertent Energ" - Electric enerry Seller does not intend to generate.
Inadvertent energy is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 and the
Generation Interconnection Process and any additional equipment specified in
Appendix B.
l.l2 "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 10 average MW per month and is therefore eligible to be paid the
published rates in accordance with Commission Order No.29632.
1.13 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
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.l4 "@'- A monthly estimate afterttre fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Enerry due to: 1) periods where the level of Sufficient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator,2)
incidents of Force Majeure, 3) scheduled maintenance , or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unlQ lasts for less than 15 minutes, then no Lost Energy
Production will be calculated. Calculation of the amount of Lost Energy
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacity reduction of only the affected generation
unr(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Enerry Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with aNameplate Capacrty rating or 2.1 MW suffers
a l00Yo gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30o/o capacity factor during this 48 hour period then the amount of Lost Energy
Production will be;48 hours X 2.1MW X 30%o : 30.24 MWh (30,240 kVih).
First Amendment to FESA
Page 5 of 13
1.15..@!,,_Eighty-fivepercent(85%)oftheweightedaverageofthe
daily on-peak and oflpeak Dow Jones Mid-Columbia Index (Dow Jones Mid-C
Index) prices for non-firm enerry. 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.
1.16 "Material-M'- A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
l.l7 "@'- The maximum capacrty (MW) of the Facility will
be as specified in Appendix B of this Agreement.
1.18 "Mechanical Availabilitv" - The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
divided by the Facility's Calculated Net Energy Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"@ - All equipme,nt 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.
'11g4qsplate CaBggltt" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
transforrrers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
1.19
1.20
t.2t
1.22 "Net Euglg'- All of the electric enerry produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours (kWh). Seller commits to deliver all
First Amendment to FESA
Page 6 of 13
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.23 "O@iqn DgIg" - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2have been completed.
1.24 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
1.25 "@'- Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
elechic equipment lawfully, safely, dependably, efficiently and economically.
1.26 "@'- The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
1.27 "Schedule_U - Idaho Power's TariffNo 101, Schedule T2 or its successor
schedules as approved by the Commission.
1.28
1.29
1.30
66@[" - The three periods identified in paragraph 6.2.1 of this Agreement.
"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.
"Station Use" - Electric enerry that is used to operate equipment that is auxiliary
or otherwise related to the production of electricrty by the Facility.
"Surplus Enery," -All Net Energy produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
"Total Cost of the Facility" - The total cost of structures, equipment and
1.31
t.32
appurtenances.
I.33 "Wind Energy Production Forecast" - A forecast of enerry deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Enerry. Subsections 6.2.2, 6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
7.I Net Enerry Purchase Price - For all Net Enerry, Idaho Power will pay the non-
levelized enerry price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 Mills/I(wh wind
integration charge.
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kwh Mills/kwh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.s3 66.17 55.14
20t0 41.46 67.69 56.41
20tt 42.42 69.25 57.7t
2012 43.39 70.85 59.04
2013 44.39 72.48 60.40
20t4 45.42 74.t6 61.80
20t5 46.47 7s.86 63.22
20t6 47.54 77.62 64.68
2017 48.63 79.40 66.t7
2018 49.76 81.24 67.70
2019 s0.91 83.11 69.26
2020 52.07 85.02 70.85
2021 s3.28 86.99 72.49
2022 54.51 88.99 74.16
2023 ss.76 9t.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.4t
2026 59.72 97.50 8r.25
2027 61.09 99.74 83.12
2028 62.50 102.05 85.04
First Amendment to FESA
Page 8 of 13
2029 63.95
2030 64.69
203t 66.t9
104.40
t05.62
108.06
87.00
88.02
90.05
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
7.4 Pavment Due Date -Enerry payments to the Seller, less the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days ofttre date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Enerry Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVItr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Partners 1, LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To Idaho Power:
Original document to:
First Amendment to FESA
Page 9 of 13
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
11. Additional Terms and Conditions. Article XXD( of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
29.1
ARTICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and
included by reference:
AppendixA
Appendix B
Appendix C
AppendixD
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Mechanical Availability
Wind Energy Production Forecasting
12. Mechanical Availabilitv. The following Appendix D shall be included in the Agreement between the
Parties:
APPENDIX D
MECHAMCAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January l, 2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85o/o for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page 10 of 13
Report (Appendix A), the Seller shall provide and certiff the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a sunmary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacity of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Energy Shortfall Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
The Seller shall maintain and retain for three years detailed documentation supporting
the monthly calculation of the Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Enerry Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page ll of13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualiffing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Enerry Production Forecasting equally. The Facility's share of Wind Energy
Production Forecasting is determined as specified below. Seller's share will not be greater
than 0.1% of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.
The monthly cost allocation will be based upon the following forrnula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide enerry to Idaho Power Company.
Faci!itv M W (F M W) is equal to the nameplate rating of this Facility as specified
in AppendixB.
Annual Wind Enerqv Production Forecastino Cost (A F Cost) is equal to one-
half of the total annual cost Idaho Power incurs to provide Wind Enerry Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
a.
b.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (M CA) = AC A I 12
13. Effect of Amendment. Except as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Tenns. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to the benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authoritv. Each Party represents and warants that (i) it is validly existing and in good standing in
the state in which it is organize4 (ii) it is the proper party to arnend the Agreement, and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed io any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company Oregon Trail Wind Park L.L.C.
Z L4 t+ Da'[ed ;l>r[rt[-
First Amendment to FESA
Page 13 of 13
Faciliry No. 31315055
Project: Thousand Springs Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Enerry Sales Agreement ("FESA" or "Agreement") by and
between THOUSAND SPRINGS WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho
Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA for the Thousand Springs Wind Park ('oFacility") on
February 18,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
April 25, 2005 in Order No. 297 7 0;
WHEF€AS, on October 8, 2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment, affirmed certain terms within the Agreement, and added
net enerry prices for four additional years, which was amended on March 3,2011 to revise bank payment
inforrnation;
WHEREAS, the Parties dispute the calculation of Market Energy Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requiremen! which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year enerry rates.
NOW TIDREFORE, in consideration of the mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page I of13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant to RP 274. If this First Amendment is challenged by anyone not a party to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Party shall be
bound or prejudiced by the terms of this First Amendment and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January 1,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within thirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustnents and payments necessary
to have this First Amendment take efflect upon the Ef[ective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
AppendixD
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE I: DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "M'- TheNameplate Capacrty ofthe Facility
1.2
1.3
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Energy Production.
"eommissjog" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
"Designated Dispatch Fa '- Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
"Energy Shortfall Price" - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Enerry Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 Mills/Kwh the
result shall be 15.00 MillsA(wh.
"Disconnection Equipment" - All equipment specified in ScheduleT2 andthe
Generation Interconnection Process and any additional equipment specified in
Appendix B.
*fuiliry" - That electric generation facility described in Appendix B of this
Agreement.
"fuEry._Date,u - 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.
1.3
1.4
1.5
1.6
t.7
First Amendment to FESA
Page 3 of 13
1.8 "Eo{d !ula&" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Energy at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was 4! the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
hansmission provider curtailment order.
"GenerationInterconnection'-IdahoPower'sgenerationinterconnection
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.
"Inadvertent Engry" - Electric energy Seller does not intend to generate.
Inadvertent energy is more particularly described in paragraph 7.3 of this
Agreement.
t.9
1.10
l.1l "lnterconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation lnterconnection Process and any additional equipment specified in
Appendix B.
1.12 "Initial Caoacitv Determination" - The process by which Idaho Power confirms
that under normal or average design conditions the Facility will generate at no
more than t0 average MW per month and is therefore eligible to be paid the
published rates in accordance with Commission Order No. 29632.
1.13 66lqs!eg" - The loss of electrical energy expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
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.l4 "Lost Energy Production" - A monthly estimate after the fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Energy due to: 1) periods where the level of Sufficient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator, 2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unlQ lasts for less than 15 minutes, then no Lost Enerry
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable &ration (not less than l5 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Enerry Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with aNameplate Capacrty rating or 2.1 MW suffers
a I00Yo gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30Yo capacity factor during this 48 hour period then the amount of Lost Energy
Production will be; 48 hours X 2.1MW X 30o/o = 30.24 MWh (30,240 kWh).
First Amendment to FESA
Page 5 of 13
1.15 "Markel_-Englg_Ce$" - Eighty-five percent (85%) 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 agelacy, 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.
'oMaterial_Ereach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
"@'- The maximum capacity (MW) of the Facility will
be as specified in Appendix B of this Agreement.
"@'- The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
divided by the Facility's Calculated Net Energy Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"@ - 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.
'.Nameplate Capagif"-The full-load electrical quantities assigned bythe designer
to a generator and its prime mover or other piece of electrical equipment, such as
transformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
't{e!-Enetry'- All of the electric energy produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours (kWh). Seller commits to deliver all
t.t6
l.t7
1.18
1.19
t.20
t.22
First Amendment to FESA
Page 6 of 13
t.21
Net Enerry to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
1.23 "Q@u_Date." - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2have been completed.
1.24 "Peint ofDelirery," - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
I.25 "Prudent Electrical Prrcti '- Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently and economically.
1.26 "Scheduled Operation Date" - The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
1.27 "Schedu!g_77 - Idaho Power's TariffNo 101, Schedule72 or its successor
schedules as approved by the Commission.
1.28 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.29 "Spcia!_.fuilities'. - 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.
1.30 'ofuion IJse" - Electric energy that is used to operate equipment that is auxiliary
or otherwise related to the production of electricity by the Facility.
1.31 "sulpluq Ele!ry" -All Net Energy produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the Facilff'- The total cost of structures, equipment and
appurtenances.
"Wind Energy Production '- A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
1.33
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Energ$r. Subsections 6.2.2,6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
7.1 Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-
levelized energJ price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 Mills/I(wh wind
integration charge.
Season I -(73.50%)
Year Mills/kWh
200s 37.002006 37.85
2007 38.73
2008 39.622009 40.53
2010 41.46
20tt 42.42
20t2 43.39
20t3 44.392014 45.42
20rs 46.47
2016 47.54
2017 48.63
2018 49.76
20t9 50.912020 52.07
202t 53.28
2022 54.51
2023 55.76
2024 57.0s2025 58.37
2026 59.722027 61.09
2028 62.50
Season 2 - (L20.00 %) Season 3 - (100.00 %)
MillslkWh
60.4t
61.80
63.23
64.68
66.r7
67.69
69.25
70.85
72.48
74.t6
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
9t.04
93.14
9s.29
97.50
99.74
102.05
Mills&Wh
50.34
51.50
52.69
s3.90
55.14
56.4t
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
79.4t
81.25
83.r2
85.04
First Amendment to FESA
Page 8 of 13
2029 63.95
2030 64.69
203t 66.19
104.40
105.62
108.06
87.00
88.02
90.0s
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
7.4 Payment Due Date -Enerry payments to the Seller, less the Wind Enerry
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Enerry Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXWtr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Partners I,Lrc
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To ldaho Power:
First Amendment to FESA
Page 9 of 13
Originaldocument 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
I l. Additional Terms and Conditions. Article )O(D( of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
ARTICLE XXD( ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and29.1
included by reference:
AppendixA
AppendixB
Appendix C
Appendix D
AppendixE
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Mechanical Availability
Wind Energy Production Forecasting
12. Mechanical Availabilitv. The following Appendix D shall be included inttre Agreement between the
Parties:
APPENDX D
MECHANICAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January
achieve a minimum monthly Mechanical Availability of 85%
month during the remaining term of this Agreement (the
Guarantee").
o At the same time the Seller provides the Monthly Power
l, 2014, the Facility shall
for the Facility for each
"Mechanical Availability
First Amendment to FESA
Page l0 of 13
Production and Switching
Report (Appendix A), the Seller shall provide and certify the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacrty of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Energy deliveries, multiplied by the Enerry Shortfall Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
The Seller shall maintain and retain for three years detailed documentation supporting
the monthly calculation of the Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Energv Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
FAst Amendment to FESA
Page ll of 13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the enerry production from this Facility and other
Qualiffing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Enerry
Production Forecasting is determined as specified below. Seller's share will not be greater
than0.lYo of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
a. For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
b. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.
c. The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide enerry to Idaho Power Company.
Facilitv M W (F M W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) is equalto one-
half of the total annual cost ldaho Power incurs to provide Wind Enerry Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA 112
13. Effect of Amendment. Except as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to the benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authority. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreement, and (iiD it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in *y number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company
Date /,7q H Dated >l*tlq
First Amendment to FESA
Page 13 of 13
Thousand Springs Wind Park L.L.C.
Facility No. 31618100
Project: Salmon Falls Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Enerry Sales Agreement ("FESA" or "Agreemenf') by and
between SALMON FALLS WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho
Power") is entered into on December 3L,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA for the Salmon Falls Wind Park ("Facilrty") on October
14,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
January 10,2006 in OrderNo.2995l;
WHEREAS, on Ootober 8, 2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment affirmed certain terms within the Agreement and added
net energlr prices for four additional yeaxs, which was amended on March 3,2071 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Energy Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requirement which shall include a flat $6.50 MillslkWh wind
integration charge, monthly wind forecasting charge, and additional calendar year energJ ratos.
NOW TI{EREFORE, in consideration of the mutual promises and covenants and other consideration
set forth herein, the receipt and sufFrciency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page I of 13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant toRP 274. If this First Amendment is challenged by anyone not a party to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Party shall be
bound or prejudiced by the terms of this First Amendment, and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
efEect on January 1,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within tttirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustments and payments necessary
to have this First fu1e1dment take effect upon the Effective Date.
4- Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE L DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.t
t.2
1.3
First Amendment to FESA
Page 3 of 13
1.3
1.4
"Calculated Net Enerry Amount" - The Nameplate Capacity of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Energy Production.
"Commission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
"@'- Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
"Energv Shortfall Price" - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Enerry Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 Mills/Kwh the
result shall be 15.00 Mills^(wh.
"Disconnection Equipment" - All equipment specified in ScheduleT2 andthe
Generation Interconnection Process and any additional equipment specified in
Appendix B.
6(Mliry" - That electric generation facility described in Appendix B of this
Agreement.
"EiIs!_@._@" - The day commencing at 0001 hours, Mountain Time,
following the day that Seller has satisfied the requirements of Article [V and the
Seller begins delivering energy to Idaho Power's system at the Point of Delivery.
1.5
1.6
1.7
1.8 "fulqd_Qg@g" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Energy at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was p! the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perfonn this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtailment order.
l.9 "Generation Interconnection Proce '- 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 Elechical Practices and national safety standards.
1.10 "Inadvertent_.Eggtg" - Electric enerry Seller does not intend to generate.
Inadvertent enerry is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
l.l2 "Initial Capacitv Determination" - The process by which Idaho Power confirms
that under norrnal 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 OrderNo. 29632.
1.13 *Losses" - The loss of electrical enerry expressed in kilowatt hours ftWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
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.
t.L4 "@'- A monthly estimate afterthe fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Energy due to: 1) periods where the level of SufFrcient Prime Mover were outside
the manufacturer's acceptable operating range for the wind furbine generator, 2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unit) lasts for less than 15 minutes, then no Lost Enerry
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Enerry Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with aNameplate Capacrty rating or 2.1 MW suffers
a l00o/o gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30%o capacity factor during this 48 hour period then the amount of Lost Energy
Production will be;48 hours X 2.1MW X 30Yo = 30.24 MWh (30,240 kvfh).
First Amendment to FESA
Page 5 of 13
1 . 1 5 "IV[ar\911Enelg tost" - Eighty-five percent (85%) of the weighted average of the
daily on-peak and off-peak DowJones Mid-Columbialndex (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 industy.
I . 16 "Mglgrid Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
l.l7 "Maximum Capacitv Amount" - The maximum capacrty (MW) of the Facility will
be as specified in Appendix B of this Agreement.
l.l8 "@'- The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
1.19
t.20
First Amendment to FESA
Page 6 of 13
t.2l
divided by the Facility's Calculated Net Enerry Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"Metering Equipment" - 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.
'tlalqe@_ea@itt" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
fransformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
1.22 'tlet_Englg" - All of the electric enerry produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours (kWh). Seller commits to deliver all
1.23
Net Enerry to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
"Ope@_Date," - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2 have been completed.
"Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
"@'- 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.
"Scheduled Operation Dft" - The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
t.25
1.26
1.27 "Se@_ZZ-Idaho Power's TariffNo 101, ScheduleT2 or its successor
schedules as approved by the Commission.
1.28 (Season" - The ttrree periods identified in paragraph 6.2.1 of this Agreement.
1.29 "Sgia!_fuilitigd - 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.
1.30 "Etation Use" - Electric energy that is used to operate equipment that is auxiliary
or otherwise related to the production of electricrty by the Facility.
1.31 "Supluq-E4srgy" -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.
L.32 "Total Cost of the FacilU'- The total cost of structures, equipment and
appurtenances.
1.33 "Wind Energy Production '- A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale ofNet Energy. Subsections 6.2.2,6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
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 as listed below less a $6.50 Mills/I(wh wind
integration charge.
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills&Wh MillYkWh MillVkwh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 s2.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67.69 56.4t
20t1 42.42 69.25 57.7t
2012 43.39 70.85 59.04
2013 44.39 72.48 60.40
20t4 4s.42 74.t6 61.80
20ts 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.t7
2018 49.76 8t.24 67.70
20t9 50.91 83.11 69.26
2020 52.07 8s.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.t6
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
2027 61.09 99.74 83.12
2028 62.50 102.05 85.04
First Amendment to FESA
Page 8 of 13
7.1
2029 63.95
2030 64.69
203t 66.19
t04.40
r05.62
108.06
87.00
88.02
90.0s
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
7.4 Pa)rment Due Date -Energy payments to the Seller, less the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation ofthe monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Energy actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Enerry Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVItr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Parhers l, LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To Idaho Power:
Original documentto:
First Amendment to FESA
Page 9 of 13
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
11. Additional Terms and Conditions. Article XXIX of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
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'sCertffications
AppendixD - MechanicalAvailability
Appendix E - Wind Enerry Production Forecasting
12. Mechanical Availabil8. The following Appendix D shall be included in the Agreement between the
Parties:
APPENDD( D
MECHANICAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January l, 2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85% for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page l0 of 13
Report (Appendix A), the Seller shall provide and certiff the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacity of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Enerry Shortfall Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the enerry payment the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
The Seller shall maintain and retain for tlree years detailed documentation supporting
the monthly calculation of the Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Energ.v Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDD( E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page ll of13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualiffing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Enerry
Production Forecasting is determined as specified below. Seller's share will not be greater
than 0.1% of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.
The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power Company.
Facilitv MW (FM W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) is equalto one-
half of the total annual cost Idaho Power incurs to provide Wind Energy Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
First Amendment to FESA
Page 12 of l3
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA /12
13. Effect of Amendment. Except as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined
have the same meaning as used in the Agreement.
shall
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to the benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authority. Each Party represents and wa:rants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to arnend the Agreemenf and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WTINESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company
Date /- L4 t+ Dated al>t{P(
First Amendment to FESA
Page 13 of 13
Salmon Falls Wind Park L.L.C.
Steven L Eisenberg
Facility No. 31315065
Project: Tuana Gulch Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Enerry Sales Agreement ("FESA" or "Agreement") by and
between TUANA GULCH WIND PARK, LLC ("Seller") and IDAHO POWERCOMPANY ("Idaho
Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA for the Tuana Gulch Wind Park ("Facility") on
February 18,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
Apnl 25, 2005 in Order No. 29773;
WHEREAS, on October 8, 2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment affirmed certain tenns within the Agreemen! and added
net energy prices for four additional years, which was amended on March 3,2011 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Enerry Cost; and
WHEREAS, in settlement of the calculation of Market Enerry Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to amechanical availability guarantee requirement, which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year enerry rates.
NOW TI{EREFORE, in consideration of the mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledge{ the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page 1 of13
1. Incomoration of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forth in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant toRP 274. If this First Amendment is challenged by anyone not a party to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witresses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of ig each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Party shall be
bound or prejudiced by the terms of this First Amendment, and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witresses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January 1,2014 (the "Effective Date'). Unless and until Commission approval is obtained, the
Parties will continue operating under the terrns contained in the FESA. Within thirly (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustments and payments necessary
to have this First Amendment take effect upon the Effective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE I: DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Calculated Net Enerry Amount" - The Nameplate Capacity of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Energy Production.
1.2 "eqmmisgien" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
"@'- Idaho Power's Systems Operations Group, orany
subsequent group designated by Idaho Power.
"@' - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Energy Purchase Price specified in paragraph 7.1 of
this Agreement. If this calculation results in a value less than 15.00 MillsA(wh the
result shall be 15.00 MillsA(wh.
"Disconnection Equipment" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
"EAgiliE" - That electic generation facility described in Appendix B of this
Agreement.
"bt_Engry_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.
First Amendment to FESA
Page 3 of 13
1.3
t.4
1.5
t.6
1.8 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Enerry at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was ry! the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment priorto the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtailment order.
1.9 "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.
1.10 "Inadverteg1[Eqgfg" - Electric enerry Seller does not intend to generate.
Inadvertent enerry is more particularly described in paragraph 7.3 of this
Agreement.
1.1 1 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
l.l2 "Initial Capacitv Determination" - The process by which Idaho Power confirms
that under norrnal 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.
I .13 "Losses" - The loss of electrical enerry expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
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.I4 "Lost Energy Productid' - A monthly estimate after the fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Energy due to: 1) periods where the level of Sufficient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator,2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unit) lasts for less than 15 minutes, then no Lost Enerry
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacrty factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Energy Production. It is understood by
ttre Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacrty rating or 2.1 MW suffers
a l00Yo gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30Yo capacity factor during this 48 hour period then the amount of Lost Energy
Production will be;48 hours X 2.1 MW X 30% : 30.24 MWh (30,240 kwh).
First Amendment to FESA
Page 5 of 13
1.15 "@usrgv Cosf'- Eighty-five percent (85%) 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. [f 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.
1.16 "A[algdALBreach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
l.l7 "@'-The maximum capacrty (MW) of the Facility will
be as specified in Appendix B of this Agreement.
1.18 "Mechanical Availabiliff'- The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
1.19
t.20
First Amendment to FESA
Page 6 of 13
t.2t
divided by the Facility's Calculated Net Energy Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"Metering Equipment'- 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 electic generation plant and ldaho Power's system.
'Mgpk[9_eapaciry" -The fuIl-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment such as
hansformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
1.22 "N4_Ensf,ry" - 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.
I.23 "@ration_Date" - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2 have been completed.
1.24 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
L.25..@,_Thosepractices,methodsandequipmentthatare
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently and economically.
I.26 "@'- The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
| .27 "schedule 72" - Idaho Power's TariffNo 101, Schedule 72 or its successor
schedules as approved by the Commission.
1.28 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.29 "Sp@Egcilitisf - 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.
1.30 "station IJse" - Electric energy that is used to operate equipment that is auxiliary
or otherwise related to the production of electricrty by the Facility.
l.3l "SumluSlEngrgy" -All Net Enerry produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
I.32 "Total Cost of the FaciliV'- The total cost of structures, equipment and
aPPurtenances.
1.33 "Wind Energy Productio '- A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
PageT of13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Energy. Subsections 6.2.2, 6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purohase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in irc stead:
Net Enerry Purchase Price - For all Net Enerry, Idaho Power will pay the non-
levelized energy price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 Mills/Kwh wind
integration charge.
Season | -(73.50%) Season2 -(120.00%) Season3 -(100.00%)
Year Mills/kWh Mills/kwh MillslkWh
2005 37.00 60.41 s0.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
20t0 41.46 67.69 56.41
20tt 42.42 69.25 57.7r
2012 43.39 70.85 s9.04
2013 44.39 72.48 60.40
20t4 45.42 74.16 61.80
20ts 46.47 75.86 63.22
20t6 47.54 77.62 64.68
20t7 48.63 79.40 66.17
2018 49.76 81.24 67.70
20t9 s0.91 83.11 69.26
2020 52.07 85.02 70.8s
202t 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 5s.76 9r.04 7s.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
2027 61.09 99.74 83.12
2028 62.s0 102.05 85.04
First Amendment to FESA
Page 8 of 13
7.1
2029
2030
2031
63.95
64.69
66.19
104.40
105.62
108.06
87.00
88.02
90.05
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
Payment Due Date -Energy payments to the Seller, less the Wind Enerry
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation ofthe monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Energ$, Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVItr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Parhrers l,Lrc
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To Idaho Power:
First Amendment to FESA
Page 9 of 13
7.4
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
11. Additional Terms and Conditions. Article X)0( of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
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
AppendixD - MechanicalAvailability
Appendix E - Wind Enerry Production Forecasting
12. Mechanical Availabilitv. The following Appendix D shall be included in the Agreement between the
Parties:
APPENDX D
MECIIAMCAL AVAILABLITY
Mechanical Availabilitv Guarantee - Beginning with January I, 2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85Yo for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page l0 of 13
Report (Appendix A), the Seller shall provide and certiff the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacrty of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Energy deliveries, multiplied by the Energy Shorfall Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
The Seller shall maintain and retain for three years detailed documentation supporting
the monthly calculation of the Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Enerry Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDD( E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page ll of 13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualiffing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Enerry Production Forecasting equally. The Facility's share of Wind Enerry
Production Forecasting is determined as specified below. Seller's share will not be greater
thanD.lYo of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
For every month of this Agreement beginning with the January t,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver enerry to Idaho
Power has been revised by an action of the Commission.
The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide enerry to Idaho Power Company.
Facilitv M W ( F M W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) is equalto one-
half of the total annual cost Idaho Power incurs to provide Wind Energy Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
a.
b.
c.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW /TMW)
And
Monthly Cost Allocation (M CA) = ACA 112
13. Effect of Amendment. Except as otherwise amended by this First Amendment the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to ttre benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authoritv. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreement, and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company Tuana Gulch Wind Park L.L.C.
By
Date L L4 ul Dated a{>t{p{
First Amendment to FESA
Page 13 of 13
FacilityNo. 31720190
Project: Milner Dam Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Enerry Sales Agreement ("FESA" or "Agreemenf') by and
between MILNER DAM WIND PARK, LLC ("Seller") and IDAHO POWER COMPANY ("Idaho Power")
is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA forthe Milner Dam Wind Park ("Facility") on October
14,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
January 10,2006 in OrderNo.29948;
WHEREAS, on October 8,201,0 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and payment afFrmed certain terms within the Agreement, and added
net energy prices for four additional years, which was amended on March 3,2011 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Energy Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requirement which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year energy rates.
NOW TIIEREFORE, in consideration of the mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page I of 13
1. lncorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forttr in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant to RP 274. If this First Amendment is challenged by anyone not a party to
the First Amendment, then each Parg reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terms of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Parly shall be
bound or prejudiced by the terms of this First Amendmen! and eaoh Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such case as it deems appropriate.
3. Effective Date. The Panies agree that the terms and conditions of this First Amendment shall go into
effect on January l,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within ttlirty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustrrents and payments necessary
to have this First Amendment take effect upon the Effective Date.
4. Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Article I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE L DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Calculated Net Enerry " - The Nameplate Capacity of the Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energlr Production, and minus the estimated Station Use associated with the Lost
Energy Production.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 "Contract_Year" - The period commencing each calendaryear on the same calendar
date as the Operation Date and ending 364 days thereafter.
1.3 o'@'- Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
1.4 "@'- The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Enerry Purchase Price specified in paragraph 7.1 of
this Agreement. Hthis calculation results in a value less than 15.00 MillsA(wh the
result shall be 15.00 MillsA(wh.
1.5 "Disconnection Equipment" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
1.6 "fuifitg" - That electric generation facility described in Appendix B of this
Agreement.
1.7 "fu!_EreIg.-Date," - The day commencing at 0001 hours, Mountain Time,
following the day that Seller has satisfied the requirements of Article fV and the
Seller begins delivering enerry to Idaho Power's system at the Point of Delivery.
First Amendment to FESA
Page 3 of 13
"Forced_Ogla&" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Energy at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was 4$ the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtailment order.
"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 applicable regulatory
requirements, Prudent Electrical Practices and national safety standards.
l.l0 "Inadvertent Energy" - Electric energy Seller does not intend to generate.
Inadvertent enerry is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
Appendix B.
l.l2 "Initial Capacitv Detennination" - 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.
1.13 '(Losses" - The loss of electrical energy expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
1.8
1.9
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.
"Lost Energv Production" - A monthly estimate after the fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's energy production that was not delivered as Net
Energy due to: 1) periods where the level of Sufficient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator, 2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occlurence
and individual generation unit) lasts for less than 15 minutes, then no Lost Enerry
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacrty reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Energy Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to ttre other impacted generation units.
Example - if a single turbine with aNameplate Capacrty rating or 2.1 MW suffers
a 100Yo gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30o/o capacity factor during this 48 hour period then the amount of Lost Energy
Production will be; 48 hours X 2.1 MW X 30% : 30.24 MWh (30,240 kwh).
First Amendment to FESA
Page 5 of 13
..@Ig&!,,-Eighty-fivepercent(85%)oftheweightedaverageofthe
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 Index. The
selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industy.
I . 16 "Materidfuggb" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
1.17 "Maximum Capacitv Amounf'- The maximum capacity (MW) of the Facility will
be as specified in Appendix B of this Agreement.
t.t9
t.20
"Mechanical Availabilfu" - The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
divided by the Facility's CalculatedNet Energy Amount for the applicable month.
"Mechanical Availability Guarantee" shall be as defined in Appendix D.
"Metering Equipment'- 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$_ameplatg J@iE" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
transformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
t.2l
1.22 'tlet Jlglg" - All of the electric energy produced by the Facility, less Station
Use, less Losses, expressed in kilowatt hours (kWh). Seller commits to deliver all
First Amendment to FESA
Page 6 of 13
Net Energy to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
1.23 "Qperation Date" - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2 have been completed.
1.24 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
1.25 "Prudent Electrical Practices" - Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently and economically.
1.26 "@'- The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
L.27 "Schgdule 72, - Idaho Power's TariffNo 101, Schedule 72 or its successor
schedules as approved by the Commission.
1.28 "Season,'- The three periods identified in paragraph 6.2.1 of this Agreement.
L.29 "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.
1.30 "Station Use" - Electric enerry that is used to operate equipment that is auxiliary
or otherwise related to the production of electricity by the Facility.
1.31 "&!us Energv" -All Net Enerry produced by the Seller's Facility and delivered
by the Facility to the Idaho Power elechical system prior to the Operation Date.
1,.32 "@'- The total cost of structures, equipment and
appurtenances.
1.33 "Wind Energv Producti '- A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Enerry. Subsections 6.2.2, 6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-
levelized enerry price in accordance with Commission Order 29646 with
seasonalization factors applied as listed below less a $6.50 Mills/I(wh wind
integration charge.
7.1
Season I -(73.50%)
Year MillslkWh
2005 37.00
2006 37.85
2007 38.73
2008 39.62
2009 40.s3
2010 41.46
201,1 42.42
2012 43.39
2013 44.39
20t4 45.42
2015 46.47
2016 47.54
2017 48.63
2018 49.76
2019 50.91
2020 52.07
202t 53.28
2022 54.51
2023 55.76
2024 57.05
2025 58.37
2026 59.72
2027 61.09
2028 62.50
Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.2s
70.8s
72.48
74.t6
75.86
77.62
79.40
8t.24
83.11
85.02
86.99
88.99
91.04
93.t4
9s.29
97.50
99.74
102.05
Millvkwh
50.34
51.50
52.69
s3.90
55.t4
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.t6
75.87
77.62
79.4t
81.25
83.12
85.04
First Amendment to FESA
Page 8 of 13
2029
2030
203t
63.95
64.69
66.19
104.40
rDs.62
108.06
87.00
88.02
90.05
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
Pavment Due Date -Enerry payments to the Seller, less the Wind Enerry
Production Forecasting Monthly Cost Allocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Enerry actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Ener$LDeliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XX/Itr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Partners I,LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center, Vermont 05255
To Idaho Power:
First Amendment to FESA
Page 9 of 13
7.4
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
11. Additional Terms and Conditions. Article XXIX of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
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
AppendixD - MechanicalAvailability
Appendix E - Wind Energy Production Forecasting
12. Mechanical Availabilitv. The following Appendix D shall be included inthe Agreement between the
Parties:
APPENDXD
MECHAMCAL AVAILABLITY
Mechanical Availabilit_v Guarantee - Beginning with January I, 2014, the Facility shall
achieve a minimum monthly Mechanical Availability of 85% for the Facility for each
month during the remaining term of this Agreement (the "Mechanical Availability
Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching
First Amendment to FESA
Page 10 of 13
Report (Appendix A), the Seller shall provide and certiff the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
of: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacity of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Enerry Shortfall Price
Any damages caleulated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the enerry payment the Seller shall pay in full the remaining balance
within 30 days of the date ofttre invoice.
The Seller shall maintain and retain for three years detailed documentation supporting
the monthly calculation ofthe Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind Enerry Production Forecasting. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
First Amendment to FESA
Page 11 of 13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualifuing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Enerry
Production Forecasting is determined as specified below. Seller's share will not be greater
than 0.1% of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
For every month of this Agreement beginning with the January 1,2014, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within l5 days of the Idaho Power invoice.
The cost allocation forrnula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver enerry to Idaho
Power has been revised by an action of the Commission.
The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide enerry to Idaho Power Company.
Facilitv M W (F M W) is equal to the nameplate rating of this Facility as specified
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) is equal to one-
half of the total annual cost ldaho Power incurs to provide Wind Enerry Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA 112
13. EfFect of Amendment. Except as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to ttre benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authoritv. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreement and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
ldaho Power Company Milner Dam Wind Park L.L.C.
Date
First Amendment to FESA
Page 13 of 13
Z-Z - tg
By
A Grow, Sr. Vice
Dated
FacilityNo. 31315045
Project: Pilgrim Stage Station Wind Park
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment to the Firm Enerry Sales Agreement ("FESA" or "Agreement") by and
between PILGRIM STAGE STATION WIND PARK, LLC ("Seller") and IDAHO POWER COMPAI\ry
("Idaho Power") is entered into on December 31,2013.
WITNESSETH:
WHEREAS, the Parties entered into a FESA for the Pilgrim Stage Station Wind Park ("Facilrty") on
February 18,2005;
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission ("Commission") on
April25,2005 in OrderNo. 29771;
WHEREAS, on October 8, 2010 the Parties entered into a Consent Agreement which made changes
to terms regarding the collateral agent and paymen! affrmed certain terms within the Agreement and added
net energy prices for four additional years, which was amended on March 3,2011 to revise bank payment
information;
WHEREAS, the Parties dispute the calculation of Market Energy Cost; and
WHEREAS, in settlement of the calculation of Market Energy Cost and other outstanding issues
between the Parties, the Parties desire to amend the FESA to move from a 90/110 performance requirement
to a mechanical availability guarantee requirement, which shall include a flat $6.50 Mills/kWh wind
integration charge, monthly wind forecasting charge, and additional calendar year energy rates.
NOW TIIEREFORE, in consideration ofthe mutual promises and covenants and other consideration
set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the
following amendments to the Agreement:
First Amendment to FESA
Page 1 of 13
1. Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment and
made a part of this First Amendment by this reference to the same extent as if these recitals were set forttr in
full at this point.
2. Commission Approval. The obligations of the Parties under this First Amendment are subject to the
Commission's approval of this First Amendment and of the Settlement Stipulation submitted to the
Commission on even date herewith, and such approval being upheld on appeal, if any, by a court of
competent jurisdiction. The Parties will submit this First Amendment to the Commission and recommend
approval in its entirety pursuant to RP 274. lf this First Amendment is challenged by anyone not a party to
the First Amendment, then each Party reserves the right to file testimony, cross-examine witnesses, and put
on such case as they deem appropriate to respond fully to the issues presented, including the right to raise
issues that are incorporated in the settlements embodied in this First Amendment. Notwithstanding this
reservation of rights, the Parties agree that they will continue to support the adoption of the terrns of this First
Amendment. If the Commission or any reviewing body on appeal rejects any part or all of this First
Amendment, or imposes any additional material conditions on approval of it, each Party reserves the right,
upon written notice to the Commission and the other Parties to this proceeding, within 14 days of the date of
such action by the Commission, to withdraw from this First Amendment. In such case, no Party shall be
bound or prejudiced by the terms of this First Amendment, and each Party shall be entitled to seek
reconsideration of an IPUC Order, file testimony as it chooses, cross-examine witnesses, and do all other
things necessary to put on such cime as it deems appropriate.
3. Effective Date. The Parties agree that the terms and conditions of this First Amendment shall go into
effect on January 1,2014 (the "Effective Date"). Unless and until Commission approval is obtained, the
Parties will continue operating under the terms contained in the FESA. Within ttrfuty (30) days of final, non-
appealable Commission approval, the Parties will make any accounting adjustments and payments necessary
to have this First Amendment take effect upon the Effective Date.
4- Table of Contents. In addition to the Table of Contents contained in the Agreement between the
Parties, the following shall be added in order to include additional Appendices to the Agreement.
Immediately following the last item in the Table of Contents, the following will be included:
Appendix D
Appendix E
First Amendment to FESA
Page 2 of 13
5. Definitions. Anicle I of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
ARTICLE T: DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "M' - The Nameplate Capacity ofthe Facility
multiplied by the total hours in the applicable month minus the estimated Lost
Energy Production, and minus the estimated Station Use associated with the Lost
Energy Production.
1.2 "eornrnissiol" - The Idaho Public Utilities Commission.
1.3 "eontrapt_Yeal" - The period commencing each calendar year on the same calendar
date as the Operation Date and ending 364 days thereafter.
1.3 "Desiepated Dispatch FaciW'- Idaho Power's Systems Operations Group, or any
subsequent group designated by Idaho Power.
1.4 "Enerey Shortfall Price" - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net Enerry Purchase Price specified in paragraph 7.I of
this Agreement. If this calculation results in a value less than 15.00 Mills/I(wh the
result shall be 15.00 Mills/Kwh.
1.5 "Disconnection Equipment" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
AppendixB.
1.6 "Eggiliff" - That electric generation facility described in Appendix B of this
Agreement.
1.7 "First Enerey 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.
First Amendment to FESA
Page 3 of 13
1.8 "@ed_@ge" - a partial or total reduction of a) the Facility's capacity to
produce and/or deliver Net Energy to the Point of Delivery, or b) Idaho Power's
ability to accept Net Energy at the Point of Delivery for non-economic reasons, as a
result of Idaho Power or Facility: 1) equipment failure which was 111! the result of
negligence or lack of preventative maintenance or 2) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative
maintenance during periods of low wind availability or 3) responding to a
transmission provider curtailment order.
1.9 " '- 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.
1.10 "Igadverte!,tE4glg," - Electric enerry Seller does not intend to generate.
Inadvertent energy is more particularly described in paragraph 7.3 of this
Agreement.
1.11 "Interconnection Facilities" - All equipment specified in Schedule 72 andthe
Generation Interconnection Process and any additional equipment specified in
Appendix B.
l.l2 "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 10 average MW per month and is therefore eligible to be paid the
published rates in accordance with Commission OrderNo.29632.
I . 13 "Losses' - The loss of electrical enerry expressed in kilowatt hours (kWh)
occurring as a result of the transformation and transmission of energy between the
First Amendment to FESA
Page 4 of 13
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.I4 "Lost Energy Productid' - A monthly estimate after the fact, prepared and
documented by Seller and accepted by the Buyer, of the Seller's Facility's
individual generation unit's enerry production that was not delivered as Net
Energy due to: 1) periods where the level of Sufficient Prime Mover were outside
the manufacturer's acceptable operating range for the wind turbine generator, 2)
incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence
and individual generation unit) lasts for less than 15 minutes, then no Lost Enerry
Production will be calculated. Calculation of the amount of Lost Enerry
Production will be the verifiable duration (not less than 15 minutes) of the event
multiplied by the Nameplate Capacity reduction of only the affected generation
unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have
been associated with this calculated Lost Energy Production. It is understood by
the Parties, that a specific generation unit's outage may indirectly impact other
fully operational generation units, in which case the Forced Outage calculation
could extend to the other impacted generation units.
Example - if a single turbine with aNameplate Capacity rating or 2.1 MW suffers
a l00o/o gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box, and
other generation units in the immediate vicinity of this generation unit operated at a
30Yo capacity factor during this 48 hour period then the amount of Lost Energy
Production will be; 48 hours X 2.1 MW X 30% : 30.24 MWh (30,240 kwh).
First Amendment to FESA
Page 5 of 13
1 . 1 5 "Ma{ket Elgry ts$" - Eighty-five percent (85%) of the weighted average of the
daily on-peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C
lndex) 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.
1.16 "Ma!9ria!,Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
I.l7 "Maximum Capacity Amount" - The maximum capacrty (MW) of the Facility will
be as specified in Appendix B of this Agreement.
1.18 "@'- The percentage amount calculated by Seller within 5
days after the end of each month of the Facility's monthly actual Net Energy
1.19
r.20
First Amendment to FESA
Page 6 of 13
t.2t
divided by the Facility's Calculated Net Energy Amount for the applicable month.
"Mechanical Availabilitv Guarantee" shall be as defined in Appendix D.
"Metering Equipment" - 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.
'Ng4gglAJe_Capaciry" -The full-load electrical quantities assigned by the designer
to a generator and its prime mover or other piece of electrical equipment, such as
transformers and circuit breakers, under standardized conditions, expressed in
amperes, kilovolt-amperers, kilowatts, volts or other appropriate units. Usually
indicated on a nameplate attached to the individual machine or device.
I.22 '&t Engrg" - 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.
1.23 "Q@ion Date" - The day commencing at 0001 hours, Mountain Time, following
the day that all requirements of paragraph 5.2have been completed.
1.24 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's
and the Seller's electrical facilities are interconnected.
1.25 "Prudent Electrical Practices" - Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently and economically.
1.26 "Scheduled Operation '- The date specified in Appendix B when Seller
anticipates achieving the Operation Date.
I .27 "SchedulelZ - Idaho Power's Tariff No 1 0 1 , Schedule 72 or its successor
schedules as approved by the Commission.
1.28 "Season,'- The three periods identified in paragraph 6.2.1 of this Agreement.
I.29 "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.
1.30 "Station Uge" - Electric energy that is used to operate equipment that is auxiliary
or otherwise related to the production of electricrty by the Facility.
1.31 "Surylus-E4918y" -All Net Energy produced by the Seller's Facility and delivered
by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the FaciliU" - The total cost of structures, equipment and
appurtenances.
I.33 "Wind Enerry Production Forecast" - A forecast of energy deliveries from this
Facility provided by an Idaho Power administered wind forecasting model. The
First Amendment to FESA
Page 7 of 13
Facility shall be responsible for an allocated portion of the total costs of the
forecasting model as specified in Appendix E.
6. Purchase and Sale of Net Enerry. Subsections 6.2.2,6.2.3,6.2.4, and 6.3 of the Agreement between
the Parties are deleted in their entirety.
7. Net Enerry Purchase Price. Section 7.1 of the Agreement between the Parties is deleted in its
entirety and the following section shall be substituted in its stead:
7.1 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 as listed below less a $6.50 Mills/I(wh wind
integration charge.
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh MillslkWh Mills/kWh
200s 37.00 60.41 s0.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.t7 55.14
2010 4r.46 67.69 56.41
20tt 42.42 69.25 57.71
20t2 43.39 70.85 s9.04
2013 44.39 72.48 60.40
2014 45.42 74.t6 61.80
20t5 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
20t8 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.8s
2021 53.28 86.99 72.49
2022 54.5t 88.99 74.t6
2023 55.76 9t.04 75.87
2024 57.05 93.14 77.62
2025 s8.37 95.29 79.4r
2026 59.72 97.50 81.25
2027 61.09 99.74 83.t2
2028 62.s0 102.05 85.04
First Amendment to FESA
Page 8 of 13
2029 63.952030 64.69
2031 66.19
104.40
rDs.62
108.06
87.00
88.02
90.0s
8. Payment Due Date. Section 7.4 of the Agreement between the Parties is deleted in its entirety and
the following section shall be substituted in its stead:
7.4 Payment Due Date -Energy pa;mrents to the Seller, less the Wind Energy
Production Forecasting Monthly CostAllocation (MCA) as described in Appendix
E and less any Mechanical Availability damages as described in Appendix D, will
be disbursed within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Availability Guarantee, Net Energy, and
Inadvertent Energy actually produced by the Seller's Facility and delivered to
Idaho Power as specified in Appendix A.
9. Seller Declared Suspension of Energv Deliveries. Section 14.3 of the Agreement between the
Parties is deleted in its entirety.
10. Notices. Article XXVItr of the Agreement between the Parties is deleted in its entirety and the
following section shall be substituted in its stead:
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: Idaho Wind Partners I,LLC
c/o RP Wind ID, LLC, its Managing Member
ATTN: Managing Director
P O Box 2049
82 Ehn St.
Manchester Center, Vermont 05255
To Idaho Power:
First Amendment to FESA
Page 9 of 13
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
11. Additional Terms and Conditions. Article XXX of the Agreement between the Parties is deleted in
its entirety and the following section shall be substituted in its stead:
ARTICLE XXD( ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and
included by reference:
AppendixA
AppendixB
Appendix C
Appendix D
Appendix E
12. MechanicalAvailability.
Parties:
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Mechanical Availability
Wind Energy Production Forecasting
The following Appendix D shall be included in the Agreement between the
APPENDD( D
MECHANICAL AVAILABLITY
Mechanical Availability Guarantee - Beginning with January
achieve a minimum monthly Mechanical Availability of 85Yo
month during the remaining term of this Agreement (the
Guarantee").
o At the same time the Seller provides the Monthly Power
L, 2014, the Facility shall
for the Facility for each
"Mechanical Availability
First Amendment to FESA
Page l0 of 13
Production and Switching
Report (Appendix A), the Seller shall provide and certifu the calculation of the
Facility's current month's Mechanical Availability. The Seller shall include a summary
ofi (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on
generation output and (c) scheduled maintenance and Station Use information that was
used to calculate the current month's Mechanical Availability.
If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's aggregate
Nameplate Capacrty of all generation units at the Facility multiplied by the hours of the
month, minus the current month's measured Losses and Station Use, minus the
month's actual Net Enerry deliveries, multiplied by the Energy Shortfall Price
Any damages calculated pursuant to the above paragraph will be offset against the
current month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment the Seller shall pay in full the remaining balance
within 30 days of the date ofthe invoice.
The Seller shall maintain and retain for t}ree years detailed documentation supporting
the monthly calculation ofthe Facility's Mechanical Availability.
Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
13. Wind EnergJlProduction Forecastine. The following Appendix E shall be included in the
Agreement between the Parties:
APPENDIX E
WIND ENERGY PRODUCTION FORECASTTNG
First Amendment to FESA
Page ll of13
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualifuing Facility wind generation resources. Seller and Idaho Power will share the cost
of Wind Energy Production Forecasting equally. The Facility's share of Wind Energy
Production Forecasting is determined as specified below. Seller's share will not be greater
thanD.lYo of the total enerry payments made to Seller by Idaho Power during the previous
Contract Year.
a. For every month of this Agreement beginning with the January 1,2014, the Wind
Enerry Production Forecasting Monthly Cost Allocation (MCA) will be due and
payable by the Seller. The MCA will be deducted from energy payments to the
Seller and if an additional payment is due Idaho Power the payment shall be made
within 15 days of the Idaho Power invoice.
b. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver enerry to Idaho
Power has been revised by an action of the Commission.
c. The monthly cost allocation will be based upon the following formula :
Where: Total M W (T M W) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power Company.
Facilitv M W (F M W) is equal to the nameplate rating of this Facility as specified '
in Appendix B.
Annual Wind Enerov Production Forecastino Cost (AFCost) isequaltoone-
half of the total annual cost Idaho Power incurs to provide Wind Energy Production
Forecasting. Idaho Power will estimate the AFCost for the current year based
upon the previous year's cost and expected costs for the current year. At year-end,
Idaho Power will compare the actual costs to the estimated costs and any
differences between the estimated AFCost and the actual AFCost will be included
in the next year's AFCost.
First Amendment to FESA
Page 12 of 13
Annual Cost Allocation (ACA) = AFCost X (FMW /TMW)
And
Monthly Cost Allocation (M CA) = AC A I 12
13. Effect of Amendment. Except as otherwise amended by this First Amendment, the Agreement shall
remain in full force and effect.
14. Capitalized Terms. All capitalized terms used in this First Amendment and not defrned herein shall
have the same meaning as used in the Agreement.
15. Scope of the Amendment. This First Amendment shall be binding upon and inure to the benefit of
the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns, who are
obligated to take any action which may be necessary or proper to carry out the purpose and intent hereof.
16. Authority. Each Party represents and warrants that (i) it is validly existing and in good standing in
the state in which it is organized, (ii) it is the proper party to amend the Agreement, and (iii) it has requisite
authority to execute this First Amendment.
17. Counterparts. This First Amendment may be executed in any number of counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a single instrument.
IN WTTNESS WHEREOF, ttre Parties hereto have caused this First Amendment to be executed in
their respective names on the dates set forth below:
Idaho Power Company
By
Date ",. I l+ Dated
First Amendment to FESA
Page 13 of 13
Pilgrim Stage Station W.ind Park L.L.C.
a/>r (4
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-I3-19
IDAHO POWER COMPANY
ATTACHMENT 2
RED.LINED GONTRACT
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANTY
AND
PILGzuM STAGE STATION WIND PARK L.L.C.
TABLE OF CONTENTS
TITLEArticle
I
2
J
4
5
6
7
8
9
l0
ll
t2
l3
l4
l5
l6
t7
l8
l9
20
2t
22
23
24
25
26
1'7
28
29
30
31
32
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 lnterconnection
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
Govemmental Authorization
Comrnission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
2t3D0t4
Appendix D
Appendix E
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
PILGRIM STAGE STATION WIND PARK. L.L.C.
Project Number: 3 13 15045
THIS AGREEMENT, entered into on this l8n day of--Icbruary- 2005 between
PILGRIM STAGE STATION WIND PARK L.L.C. (Seller), and TDAHO POWER COMPANIY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Pafi."
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.
TTIEREFORE, 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 "Calculated Net Energy Amount" - The Nameplate Capacity of the Facility multiplied
by the total hours in the applicable month minus the estimated Lost Energy Production.
and minus the estimated Station Use associated with the Lost Energy Production.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calendar date
as the Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Facilitv" - Idaho Power's Systems Operations Group. or any
subsequent group designated by ldaho Power.
-z-
1.4 "Energ.v Shortfall Price" - The current month's Mid-Columbia Market Energy Cost
minus the current month's Net EnerKv Purchase Price specified in paragraph 7.1 of this
Agreement. If this calculation results in a value less than 15.00 Mills/Kwh the result
shall be 15.00 MillsiKwh.
1.5 "Disconnection Equipment" - All equipment specified in Schedule 72 and the
Generation Interconnection Process and any additional equipment specified in Appendix
B.
1.6 "Facilitv" - That electric generation facility described in Appendix B of this Agreement.
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 Power's system at the Point of Delivery.
1.8 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce
and/or deliver Net Energy to the Point of Delivery. or b) Idaho Power's abilitv to accept
Net Energ.v at the Point of Delivery for non-economic reasons. as a result of Idaho
Power or Facilit_v: l) equipment failure which was not the result of negligence or lack of
preventative maintenance or 2) unplanned preventative maintenance to repair equipment
that left unrepaired. would result in failure of equipment prior to the planned
maintenance period. The Parties shall make commercially reasonable efforts to perform
this unplanned preventative maintenance during periods of low wind availability or 3)
responding to a transmission provider curtailment order.
1.9 "Generation Interconnection Process" - ldaho 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 safeU standards.
l.l0 "Inadvertent Ener&v" - Electric energy Seller does not intend to generate. Inadvertent
energ), is more particularly described in paragraph 7.3 of this Agreement.
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l.l 1 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
lnterconnection Process and any additional equipment specified in Appendix B.
1.12 "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.
L l3 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as
a result of the transformation and transmission of energ.v between the point where the
Facilitv's energy is metered and the point the Facility's energlz is delivered to the ldaho
Power electrical system. The loss calculation formula will be as specified in Appendix
B of this Agreement.
1.14 "Lost Energy Production" - A monthly estimate after the fact. prepared and documented
by Seller and accepted by the Buyer. of the Seller's Facility's individual generation
unit's energy production that was not delivered as Net Energy due to: 1) periods where
the level of Sufficient Prime Mover were outside the manufacturer's acceptable
operating range for the wind turbine generator" 2) incidents of Force Majeure" 3)
scheduled maintenance. or 4) incidents of Forced Outage. If any of the above listed
events (measured on each individual occurrence and individual generation unit) lasts for
less than l5 minutes. then no Lost Enerey Production will be calculated. Calculation of
the amount of Lost Energy Production will be the verifiable duration (not less than l5
minutes) of the event multiplied by the Nameplate Capacitv reduction of only the
affected generation unit(s) occurring as a result of the event multiplied b), the expected
capacitv factor which would have occurred durins this time period less any Losses that
would have been associated with this calculated Lost Energy Production. It is
understood by the Parties" that a specific seneration unit's outage may indirectly impact
other fully operational generation units. in which case the Forced Outage calculation
could extend to the other impacted generation units.
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2t3D014
Example - if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a
l00o% gear box failure that was not a result of negligence or lack of preventative
maintenance (Forced Outage) and it takes 48 hours to replace the gear box. and other
generation units in the immediate vicinity of this generation unit operated at a 30oZ
capacity factor during this 48 hour period then the amount of Lost Energ-v Production
will be:48 hours X 2.1 MW X 30% : 30.24 MWh (30.240 kWh).
l.l5 "Market Energlz Cost" - Eighty-five percent (8502) of the weighted average of the daillz
on-peak and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices
for non-firm energv. 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 .16 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
1.17 "Maximum Capacity Amount" - The maximum capacitv (MW) of the Facility will be
as specified in Appendix B of this Agreement.
1.18 "Mechanical Availabilitv" - The percentage amount calculated by Seller within 5 days
after the end of each month of the Facility's monthlv actual Net Energy divided by the
Facilitv's Calculated Net Energy Amount for the applicable month.
l.19 "Mechanical Availability Guarantee" shall be as defined in Appendix D.
1.20 "Metering Equipment" - 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.
l.2l "Nameplate Capacitv" -The full-load electrical quantities assigned by the designer to a
generator and its prime mover or other piece of electrical equipment. such as
transformers and circuit breakers. under standardized conditions. exgessed in amperes.
-5-
2/3Dot4
kilovolt-amperers. kilowatts. volts or other appropriate units. Usually indicated on a
nameplate attached to the individual machine or device.
1.22 "Net Energy" - All of the electric energy produced by the Facility. less Station Use. less
Losses. expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energ), to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energ),
does not include Inadvertent Energy.
1.23 "Operation Date" - The day commencing at 0001 hours. Mountain Time. following the
day that all requirements of paragraph 5.2 have been completed.
1.24 "Point of Delivery" - The location specified in Appendix B. where ldaho Power's and
the Seller's electrical facilities are interconnected.
1.25 "Prudent Electrical Practices" - Those practices" methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully" safely. dependably. efficiently and economically.
1.26 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
I .27 "Schedule 72" - Idaho Power's Tariff No I 0 I . Schedule 72 or its successor schedules as
approved by the Commission.
1.28 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.29 "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 Facilitv to the Idaho
Power system.
1.30 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or
otherwise related to the production of electricitv by the Facility.
l.3l "Surplus Energy" -All Net Energy produced by the Seller's Facilitv and delivered by
the Facilit_v to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the Facility" - The total cost of structures. equipment and appurtenances.
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2t3t2014
1.33 "Wind Enerry Production Forecast" - A forecast of energy deliveries from this Facilitv provided
by an ldaho Power administered wind forecasting model. The Facilitv shall be responsible for an
allocated portion of the total costs of the forecasting modelas specified in Appendix EG
.ARTICIE I: DEFTNIT
As used in this Agreement and the appendiees attaehed herete; the fellorvin€ terms
snaU+ave+ne+eUe+vi*fmeaftinge
"n^-*:^^: -" The Idahe Publie Utilities eemmissien,
"' -'-^ * v^^-" The peried eemmeneing eaeh ealendar year en tftesanre ealendar dete as th€
"n ^:g-^*^ ' n:^f^t L E^ :l:t'' Idahe Pewer's Systems eperatiens Greup; er any subsequent
"n:' --^^*i - tr l":f-^-*" r\ll equipment speeif ed in Sehedule 72 and the Gene-atien
"D^ :t:1" That eleetriegeneratien faeility deseribed inAppendix B ef thisAgreement,
"E:-'* E- -g:'n^.^" The day eernrreneing at 0001 heurs; Meuntain Time; fellerving the day that
"^'-^-^*:^- r-'^-^^--^ ': - D- ^"" Idahe Pewer's generatien intereenneetien applieatien
ien
"r-^r"^*^-* tr- -ff" Eleetrie enerry Seller does net intend te generate, kradvertent energy is
..r-:':^l r-^f^ :.:.n * *:-^t: -,' The preeess by whieh ldahe Pewer eenfirms that under
-7-
2t3DOt4
ission
erder+l+a9€*
"r ^^ -"' The less ef eleetrieal energ" expressed in kilewatt heurs (kWh) eeetrring as a result
is
less ealeulatien fo
"r -r-^' tr- -g: ' '^^*" Eighty five pereent (859 6r) ef the weighted average ef the daily en peak
"r{^*^-:^r D* ^ L" A Default (paragreph 22,2,1) suhieet te paragraph 22,2,2,
"n "t*"* t^r^ tt' ^ - "-'' Th" ***i*r* ea^a"ity (MW) "f th" F*iliry *ill b" *.
"n{^*^'r-g tr I":f*^-'" All equipment speeified in Sehedule 73; the Generatien lrtereenneetien
@
"\r t tr-^'g:" r\llef the eleetrie energy predtreed bFthe Faeility; less Statien Use; less tesses;
Enerff'
"^f -^*:^- n^*^" The day eemmeneing at 0001 heurs; Meuntain Time;follewing the day that
"D^:-* 'r h^r:"^:" The loeatien speeified in Appendix B; where Idahe Pewer's and the
-8-
"D-' ' -' trl^ '-: ^t n-^ *:^ ^" These praetiees; metheds and equipment that are eemmenly and
"s^L "'r^ ' ^f -^*: - n^*^" The date speeified in Appendix B when Seller antieipates
@
"e^L - "'r^ """ Idaho Perver's Tariff Ne l0l; Sehedule 72 er its sueee'ser sehedules as
@issien'
"e ^'--" The three perieds identified in paragraph 6,2,1 ef this Agreement,
"qf^ -:^r E^ :r:*:^'" Additiens er alteratiens ef transmissien and/er distributien lines and
requi-ed to safely intereenneet the Seller's Faeility te the ldahe Pewer system,
'ie'^*: - I I'^" Eleetrie energy that is used to eperate equipment that is auxiliary er etherwise
"e"Tr"' E-^-g:" (l ) Net Energy predueed by the Seller's Faeility *nd delivered te the Idahe
("r -+^r /r^^+ ^r+L^ E^ ':r:fr)' The tetal eest ef struetures- equipment an€l &ppurtenanees;
ARTICLE II: NO RELTANCE ON IDAHO POWER
2.1 Seller Independent lnvestigation - 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
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2Rt20t4
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No 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 ldaho
Power and ldaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Oualiting Facili8 Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR $292.207 . After initial qualification, Seller will take such steps as
may be required to maintain the Facility's Qualiffing Facility status during the term of this
Agreement and Seller's failure to maintain Qualifuing Facility status will be a Material Breach of
this Agreement. Idaho Power reserves the right to review the Seller's Qualiffing Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to 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 ldaho 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.
o4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
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21312014
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 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 governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law ( 199 I ).
r4.1.3 Initial CapaciW Determination - Submit to ldaho 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.
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.
14.1.4 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-ft_I45UfaUSg - Submit written proof to Idaho Power of all insurance required in Article XV.
@ProvidewrittenprooftoIdahoPowerthatallSchedule72and
Generation lnterconnection Process requirements have been completed.
@_RequestandobtainwrittenconfirmationfromIdahoPowerthatall
- 1l-
213t2014
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
a+5J__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.
5.2 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
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.
5.3 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
6.1 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 ldaho Power at the Point of Delivery. At no time will the total amount
- t2-
6.2
of Net Energy and/or lnadvertent 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 Enerry Amounts:
Season I
Season 2
Season 3
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
3,100,625
2,689,296
2,501,984
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
^^g^:-g r/^-+Lrr. t\I^+ tr-^-$, {.--..-+- seller shall initiall}, previale Idahe Pe}l.er \yith
ien
rvill be previdedto Idaho Porverby writtennotiee in aeeerdanee *'ith paragraph 28,1; ne
ffis
Pe*.er witt use tne
Amounts speeified in
&meunts"
ttte tater tnan tne gpe
l3-
2t3t2014
with paragraph 28,1; the Seller may revise all ef the previensly previded Initial
iee
ef+he5$ da,. fellewing the end ef the previeus menth; the Seller may revise all
6,2 I ldelre Pell'er Aq
ion-€r
th€+ollowins
Where:
NEA =
SGU : If Idahe Pewer is exeused frem aeeepting the Selleds Net
Pnergy as speeified
Idehe Pewer multi
If the Seller deelare^ a Suspensien ef Energy Deliveries as
in
eireumstanees
eausing the Se[er te de
De+iv€ri€s:
TGU = ien
agfeeren+
- t4-
pelr = @'s-NetEnergydeliverieswereeither
TH=
R€s$l+ing*emula$ein€:
ffi=NE^ ((ffixNE+).(H))
Ameunt \ /
This Adiusted Net Energy Ameunt rvill be used in applieable Snrplus Energy ealeulatirans fer
erl)' the speeifie menth in whieh ldahe Pewer was exeused frem aeeepting the Seller's Net
6,3 Unless exeused by an event ef Feree Mqieure; Seller's-failure te deliver Net Energ)' in any
Fnergy Amounts as spe
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net Energy Purchase Price - For all Net Energy. Idaho Power will pay the non-levelized
energ), price in accordance with Commission Order 29646 with seasonalization factors
applied as listed below less a $6.50 Mills/Kwh wind integration charge.
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year
2005
2006
2007
2008
2009
2010
20r l
2012
2013
2014
2015
2016
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
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
- 15-
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57 .71
s9.04
60.40
61.80
63.22
64.68
2t3t2014
66.17
67.70
69.26
70.8s
72.49
74.16
75.87
77.62
95.29
97.s0
99.74
102.05
t04.40
105.62
108.06
iee-in
79.41
8l .25
83.t2
85.04
87.00
88.02
90.05
79.40
81.24
83.1 l
85.02
86.99
88.99
9r.04
93.14
48.63
49.76
50.91
52.07
53.28
54.51
55.76
57.05
58.37
59.72
61.09
62.50
63.9s
64.69
66.19
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Y€er
2005
2006
M7
2008
2009
20{o
?€11w
20€
2014
2045
?€16
2€11
2018
2019
M
2421'
w2
w3
M
M
M
Mil+s/kryh
37SO
37€5
3ffi
39€2
4053
41,46e4
4339
M
M
46,17
47,54
48€3
48=74
5&€+
*#
5328
545+
sffigss
5837
*f2
Milk4<wh
60Jl-tcm
H3
64€8
66:1+w
6#
70€5
7248
74,16
7ffi
77,62
7940ua
83=14
85€2
ffi
8839
9{-O4
93=14
9529
9750
Mil{#kwh
5034
5{-59
52S9
53€O
5514
5*+
51-7+
593r
60i4O
6{-80
63,2
64€8
6€"{+
61J46m
7035
7249
74,16
75,87
77,62
79,41
8{-25
7.2 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
- 16-
2t3t2014
7.3
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraphT.l,
whichever is lower.
Inadvertent Energv -
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 example would be lnadvertent
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 Inadvertent Energy, Idaho Power
will accept lnadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payment Due Date -Energ_v payments to the Seller. less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) as described in Appendix E and less any Mechanical
Availability damages as described in Appendix D. will be disbursed within 30 da),s of the date
which Idaho Power receives and accepts the documentation of the monthly Mechanical
Availabilit), Guarantee. Net Energy. and Inadvertent Energ), actuall), produced by the Seller's
Facility and delivered to Idaho Power as specified in Appendix A.@
ives
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 122,695 P.2d l26l (1985); Afton Energy. Inc. v. Idaho Power Company, I I I Idaho 925,
t7-
7.4
7.5
2RD0t4
8.1
729 P.2d a00 (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
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 IX: FACILITY AND INTERCONNECTION
Design of Faciliqv - 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
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 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 ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTTON EOUIPMENT
l0.l 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 Idaho Power ongoing monthly operations
- l8-
9.1
9.2
2/3t2014
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
ll.l MeteringandTelemetry - 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
lnterconnection 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, lnadvertent 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
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 Meterlnspection -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, ldaho 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 %) 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
l9-
2t3t20r4
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 equalto 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
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, lnadvertent Energy
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 XIII - PROTECTION
l3.l 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 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 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
20-
213t2014
t4 .l
t4 .2
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 notifu 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 ldaho 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 XtV - OPERATIONS
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.
Ener&y 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, interruption 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 notifu Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
2t-
2t3/2014
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 ldaho 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.
If the Seller's Faeility experienees a fereed eutago due to equipment failure rvhieh is net eaused
ive
maintenanee ef the Seller's Faeility; Seller may; after giving netiee as previded in paragraph
14,3,? belorv; temperarily suspend all deliveries sf Net Energy te ldahe Pewer frem the Faeility
Fnerg,' Beliverie
14,3,2 and will eentinue for the tinre as speeified (net less than 48 heurs) in the written
If the Seller desires te initiate a Deelared Su^pensien ef Energy Deliveries as prerided in
fuil hour after rn&ld
neliveries and e de
-22-
2t3t20t4
14.5
eleer deeurnentatio
Faeilit),,
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 (10%) at the Point of
Delivery, in which case Seller shall modifu, 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 ldaho 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 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
- 23-
2t3D0t4
l5.l
15.2
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: TNDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemnifuing Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifring Party shall pay all costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
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 S1,000,000, 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 The above insurance coverage shall be placed with an insurance company with an
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
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.
- 24-
(b)
15.4
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.
Seller to Notift Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notiff 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, 'oForce Majeure" or o'an event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho 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 ofdue 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
occulrence 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
16.I
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence
suspension of performance and which could and should have
- 25-
causing the
been fully
2t3t20t4
performed before such occurrence shall be excused as a result of such
occurTence.
ARTICLE XVII: LAND RIGHTS
17.l 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 ldaho 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.
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 JointUseof 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
-26-
2t312014
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.
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 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
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.
l8.l
l9.l
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 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 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
- 27-
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.
2t.l
ARTICLE XXI: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
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.
ARTICLE XXII: 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 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, specifing 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.
-28-
2Rt20t4
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1do 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 Insurance - Evidence of compliance with the provisions of paragraph 15.2.If Seller
22.3.2
22.3.3
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 ldaho Power with a Certification of Ongoing Operations and Maintenance (O
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the 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 XXIII: GOVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
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either Party of this Agreement.
24.1
ARTICLE XXIV: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE 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 wriften consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which ldaho 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.
ARTICLE XXVII: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
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28.1
ARTICLE XXVTIL 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: Idaho Wind Partners l. LLC
c/o RP Wind [D. LLC. its Managing Member
ATTN: Managing Director
P O Box 2049
82 Elm St.
Manchester Center. Vermont 05255
To Idaho Power:
Orisinal 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
Te Seller: Pilgrim Stage Stetien Wind Park; t t-e,
@
@
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Te ldehe Pewer:
@
P€lB€n4e
W
ien
@
PeBexT0
W
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29.1 This Agreement includes the following appendices. which are attached hereto and
included by reference:
AooendixA Generation Schedulins and Reoortins
Aooendix B Faciliw and Point of Deliverv
AooendixC - Ensineer'sCertifications
Annendix D Mechanical Availabilitv
Appendix E - Wind Enerry Production Forecasting
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30. l
This Agreement ineludes the fellewing appendiees; whieh are attaehed herete and ineluded by referenee:
+\ppendix A Generatien Seheduling and Reperting
Appendix B Faeility and Peint ef Delivery
*ppendix e Engineer's eertifieatiens
ARTICLE XXX: SEVERABILTTY
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
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
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
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:
Pilgrim Stage Station Wind Park L.L.C.
3l.l
32.1
Idaho Power Company
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2/312014
By By
N. Vem Porter - Mgr Power Supply Operations James Carkulis
"Idaho Power"
Dated
"Sellef'
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213t2014
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 ldaho 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 zip
Facility
Outout
Station
Usase
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
Date Time Meter
,.
I
2
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 meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
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Date
2/3/2014
A-2 ROUTTNE REPORTING
Idaho Power Contact lnformation
Dailv Energ.v Production Reporting
Call daily by l0 a.m., l-800-356-4328 or l-800-635-1093 and leave the following
information:
o Project ldentification - Project Name and Project Number
o Current Meter Reading
o Estimated Generation for the current day
o Estimated Generation for the next day
Planned and Unplanned Project outages
Call l-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number. Approximate time outage occurred
o Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDIX B
FACILITY AND POINT OF DELTVERY
PROJECT NO. 31315045
PILGRIM STAGE STATION WIND PARK
B-1 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.
B-2 LOCATION OF FACILITY
Near: Hagerman, Idaho
Sections: 19"24.25.31 Township: 75 Range: l2E County:Twin Falls Idaho.
B-3 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. ldaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation lnterconnection
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 energy (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system at any moment in time.
B-4
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B-5 POTNT 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 Idaho Power electrical system. The ldaho 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.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 2Yo 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 anyime 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
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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 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. Seller will arrange 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 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.
SPECI,AL FACILITIES
The ldaho 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 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
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.
REACTTVE 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
Generation Interconnection process will specifu 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 ldaho 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 ldaho 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
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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-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identifi 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 ldaho 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
42-
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-I I 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 ldaho 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 ldaho 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
ENGTNEER'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
ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as [PCo Facility No.and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the
Project, is located in Section _, Township _,
Range _) Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho 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 ldaho 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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21312014
APPENDX C
ENGINEER'S CERTTFICATION
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:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.
"Project".
and hereinafter referred to as the
4. That
the
the Project,which IS commonly known
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
- 46-
remaining years ofthe Agreement.
9. That Engineer recognizes that ldaho 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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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 ldaho.
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
referred to as the "Project".
IPCo Facility No
4.That the Project, which is commonly known as the
Project, is located in Section Township
Range _, Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a ( ) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project 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. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a (_) year period.
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.
(P.8. Stamp)
Date
By
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APPENDIX D
MECHANICAL AVAILABLITY
Mechanical Availabiliqv Guarantee - Beginning with January 1.2014" the Facility shall achieve a
minimum monthlv Mechanical Availabilitv of 85%o for the Facilitv for each month during the remaining
term of this Agreement (the "Mechanical Availability Guarantee").
o At the same time the Seller provides the Monthly Power Production and Switching Report
(Appendix A). the Seller shall provide and certit the calculation of the Facilitv's current month's
Mechanical Availabilitv. The Seller shall include a summary of: (a) Forced Outages. (b) Force
Majeure events. (c) wind speeds and the impact on generation output and (c) scheduled,
maintenance and Station Use information that was used to calculate the current month's
Mechanical Availability.
o If the current month's Mechanical Availabilitv is less than the Mechanical Availabiliw
Guarantee. damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facilitv's aggregate Nameplate
Capacity of all generation units at the Facilitv multiplied by the hours of the month.
minus the current month's measured Losses and Station Use. minus the month's acfual
Net Energ.v deliveries. multiplied by the Ener&v Shortfall Price
o Any damaees calculated pursuant to the above paragraph will be offset against the current
month's energ.v payment. If an unpaid balance remains after the damages are offset against the
energ), payment. the Seller shall pay in tull the remaining balance within 30 days of the date of
the invoice.
o The Seller shall maintain and retain for three years detailed documentation supporting the
monthl), calculation of the Facilitv's Mechanical Availability.
o ldaho Power shall have the right to review and audit the documentation supporting the calculation
of the Facility's Mechanical Availabili8 at reasonable times at the Seller's offices.
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APPENDIX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488. Idaho Power shall make use of a Wind Energf Production
Forecasting model to forecast the energy production from this Facility and other Oualifring Facility wind
generation resources. Seller and ldaho Power will share the cost of Wind Energy Production Forecasting
equally. The Facility's share of Wind Energy Production Forecasting is determined as specified below.
Seller's share will not be greater than 0.102 of the total energy payments made to Seller by Idaho Power
during the previous Contract Year.
a. For every month of this Agreement beginning with the January l" 2014. the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) will be due and payable by the
Seller. The MCA will be deducted from energy payments to the Seller and if an
additional pa)rment is due Idaho Power the payment shall be made within l5 days of the
Idaho Power invoice.
b. The cost allocation formula described below willbe reviewed and revised if necessary on
the last day of any month in which the cumulative MW nameplate of wind projects
having Commission approved agreements to deliver energv to ldaho Power has been
revised bv an action of the Commission.
c. The monthly cost allocation will be based upon the following formula :
Where: Total MW (TMW) is equalto the total nameplate rating of allQF wind projects
that are under contract to provide energ.v to Idaho Power Companv.
Facilitv ft{W (FMW) is eoual to the namenlate ratins of this Faciliw as soecified in
Appendix B.
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Annual Wind Enerw Production Forecastine Cost (AFCost) is equal to one-half of
the total annual cost Idaho Power incurs to provide Wind Energy Production Forecasting.
ldaho Power will estimate the AFCost for the current )rear based upon the previous )rear's
cost and expected costs for the current year. At year-end. Idaho Power will compare the
actual costs to the estimated costs and any differences between the estimated AFCost and
the actual AFCost will be included in the next )rear's AFCost.
Annual Cost Allocation (ACA) = Atr'Cost X ff,'MW / TMW)
And
Monthlv Cost Allocation (MCA) = ACA / 12
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