20140516Motion.pdf

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DONOVAN E. WALKER
Lead Gounsel
May 16,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-09
Suspend Obligation to Purchase Energy Generated by Solar-Powered
Qualifying Facilities - ldaho Power Company's Motion
Dear Ms. Jewel,,
,
Enclosed for filing in the above hatter
copies of ldaho Power Company's Motion
Enforceable Obligations.
An IDACORP Company
please find an original and seven (7)
for Determination Regarding Legally
UT
Very truly yours,
6*-?uJp--
Donovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho St. (83702)
PO. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorney for ldaho Power Company
IN THE MATTER OF IDAHO POWER
COMPANY'S PETITION TO
TEMPORARILY SUSPEND ITS PURPA
OBLIGATION TO PURCHASE ENERGY
GENERATED BY SOLAR.POWERED
QUALIFYTNG FACILTTIES (.QF',).
REE,EIVE D
t0lt llAY t6 pl{ g: 3 t
ur $H f s{&H
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-14-09
IDAHO POWER COMPANY'S
MOTION FOR DETERM!NATION
REGARDING LEGALLY
ENFORCEABLE OBLIGATIONS
r. MoTtoN
ldaho Power Company ("ldaho Powe/' or "Company"), pursuant to RP 53, 56,
and 256, hereby respectfully moves the ldaho Public Utilities Commission
("Commission") for a determination as to whether a legally enforceable obligation exists,
which does not contain a solar integration charge, as to: Grand View PV Solar Two,
LLC; Grand View PV Solar Three, LLC; Grand View PV Solar Four, LLC; Grand View
PV Solar Five, LLC; and Grand View PV Solar Five A, LLC. (Hereinafter referred to
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 1
individually as "Grand View Two," "Grand View Three," "Grand View Four," "Grand View
Five," and "Grand View Five A," and collectively as "Projects" or "Grand View Projects").
II. BASIS
RP 56.02 requires motions to "Refer to the particular provisions of statute, rule,
order, notice, or other controlling law upon which they are based." This Motion is based
upon: thefilings and record of Case No. IPC-E-14-09; 16 U.S.C. S 824a-3; 18 C.F.R.
SS 292.101,292.301,292.304, and 292.602; ldaho Code SS 61-502,61-503; ldaho
Power Co., v. ldaho Public Utilities Comm'n.,155 ldaho 780, 316 P.3d 1278 ("Grouse
Creek') and the authority cited by the Court contained therein; as we!! as the argument
and further citation contained in this Motion.
III. FACTS
The Commission previously determined that Grand View Two was not entitled to
a contractual provision requiring ldaho Power to disclaim any ownership in the
Renewable Energy Credits/Certificates ("RECs") associated with its Public Utility
Regulatory Policies Act of 1978 ("PURPA") Qualifying Facility ("QF') solar project.
Order No. 32974 , p. 29, Case No. IPC-E-1 1-15. The Commission also determined that
Grand View Two was not entitled to a legally enforceable obligation to previously
effective avoided cost rates from March and August of 2011. ld., pp. 1, 29. Grand View
Two, Three, and Four had previously filed Complaints with the Commission alleging
entitlement to legally enforceable obligations among other various allegations. Case
Nos. IPC-E-11-15 and IPC-E-12-01. Grand View Five had requested indicative pricing
and draft agreements, which were provided to the project by ldaho Power in August and
September of 2013. September 3, 2013, e-mail from Michael Darrington attached
hereto in Attachment 1 and incorporated herein by this reference.
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 2
On April 9, 2014, ldaho Power was contacted by counsel for the Grand View
Projects regarding indicative avoided cost pricing for a solar project located in Elmore
County called Black Sands Solar. April 9, 2014, e-mail from Peter Richardson attached
hereto in Attachment 2 and incorporated herein by this reference. On April 24, 2014,
after receiving the required information and hourly, one-year generation profile from
Black Sands Solar, ldaho Power provided the results of the project's specific
incremental cost Integrated Resource Plan ("lRP") methodology indicative avoided cost
prices. April24, 2014, e-mai! from Michael Darrington attached hereto in Attachment 3
and incorporated herein by this reference. On April 25, 2014, Black Sands Solar
requested a draft contract. April 25, 2014, e-mail from Peter Richardson attached
hereto in Attachment 4 and incorporated herein by this reference. On May 6, 2014,
ldaho Power provided a draft purchase agreement for discussion purposes only to
Black Sands Solar. May 6, 2014, e-mail from Michael Darrington attached hereto in
Attachment 5 and incorporated herein by this reference. On May 6,2014, Black Sands
Solar indicated it had questions about the meaning of paragraph 7.4 of the discussion
draft and desired an example calculation of the effects of the provisions indicated in this
paragraph. May 6,2014, e-mail from Peter Richardson attached hereto in Attachment 6
and incorporated herein by this reference. On May 8, 2014, ldaho Power's counsel
informed Black Sands Solar's counsel that ldaho Power's PURPA contract administrator
was out of the office for the week, was expected back by Monday (May 12), and that
counsel needed to consult with his client prior to answering his question and providing
an example, but that the Company would answer his question on Monday or Tuesday.
May 8, 2014, e-mail from Donovan Walker attached hereto in Attachment 6 and
incorporated herein by this reference. On Saturday, May 10,2014, Black Sands Solar
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 3
notified ldaho Power, "Never mind Donovan. We figured out what we needed to know
and have no further questions. -Pete." May 10,2014, e-mail from Peter Richardson
attached hereto in Attachment 6 and incorporated herein by this reference. On Monday,
May 12, 2014, ldaho Power answered Black Sands Solar's question and offered to
meet to provide the requested example calculation. May 12, 2014, e-mai! from
Donovan Walker attached hereto in Attachment 6 and incorporated herein by this
reference. Black Sands Solar replied that same day, "Thanks, Donovan for the offer to
meet, but we have all the information we need. -Pete." May 12, 2014, e-mail from
Peter Richardson attached hereto in Attachment 6 and incorporated herein by this
reference.
On Monday, May 12, 2004, at 3:00 p.m., Idaho Power sent e-mail
correspondence along with an updated and superseding draft contract containing
provisions for a solar integration charge to counsel for Black Sands Solar. May 12,
2014, e-mail from Donovan Walker attached hereto in Attachment 5 and incorporated
herein by this reference. Just minutes later, at approximately 3:05 p.m., ldaho Power
took delivery of a duplicated draft contract, duplicated from a previously provided
contract for Black Sands Solar, for the five proposed Grand View Projects at 20
megawatts each, signed by the QFs purporting to be legally enforceable obligations
binding customers. Cover letter and contract received from each Grand View QF
project attached hereto in Attachment 7 and incorporated herein by this reference.
On Tuesday, May 13,2014, ldaho Power filed a petition with the Commission to
temporarily suspend its obligation to enter into contracts/obligations to purchase energy
generated by solar QFs until such time as the Company's on-going solar integration
study can be completed. ldaho Power Petition, Case No. IPC-E'14-09. Alternatively,
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS . 4
ldaho Power asked the Commission to determine that any solar PURPA contracts or
obligations entered into with ldaho Power shall contain an appropriate solar integration
charge. /d.
On Wednesday, May 14,2014, counsel for the Grand View Projects sent a letter
to ldaho Power stating, "l write to inquire as to ldaho Power's intentions with regard to
the Grand View contracts tendered to you yesterday." May 14, 2014, letter from Peter
Richardson attached hereto in Attachment 8 and incorporated herein by this reference.
That letter also demands that ldaho Power execute the contracts and file them with the
Commission "as soon as possible," miss-stating the proper and "usual" procedure for
negotiating, executing, and submitting proposed PURPA transactions for approval or
rejection with the Commission. ld.
On Friday, May 16,2014, ldaho Power responded to the Grand View Projects'
May 11 and May 14 letters, refuting the Projects' claims to legally enforceable
obligations, and offering to provide current indicative avoided cost prices and draft
agreements upon the Projects' request and provision of required information necessary
to run the individualized pricing model. May 16, 2014, letter from Donovan Walker
attached hereto in Attachment 9 and incorporated herein by this reference. Also on
May 16,2014, ldaho Power filed this Motion with the Commission for a determination as
to whether a legally enforceable obligation exists, which does not contain a solar
integration charge, as to the Grand View Projects.
The Grand View Projects, while the Petition filed by ldaho Power in this case was
being drafted, took an outdated draft contract from a different solar QF project,
reproduced it five times, and signed the non-final, non-agreed to, and superseded
document and delivered it to ldaho Power on May 12,2014. Attachments 5, 7. Along
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 5
with its submission, these five QFs included a cover letter purporting to establish legally
enforceable obligations by such actions. Attachment 7.
IV. DISCUSSION
The Grand View Projects have not established a legally enforceable obligation
with ldaho Power. The Projects do not have a signed contract with ldaho Power. ldaho
Power has not refused to negotiate or to contract with the Projects.
The ldaho Supreme Court has recently issued an opinion in which it has
examined and reaffirmed the Commission's authority and process for establishing a
legally enforceable obligation as proper and consistent with both state and federal law.
ldaho Power Co., v. ldaho Public Utilities Comm'n., 155 ldaho 780, 316 P.3d 1278
("Grouse Creek'). The Idaho Supreme Court affirmed that, "IPUC has authority under
state and federal law, to require that before a developer can lock in a certain rate, there
must be either a signed contract to sell at that rate or a meritorious complaint alleging
that the project is mature and that the developer has attempted and failed to neqotiate a
contract with the utilitv: that is, there would be a contract but for the conduct of the
u!!!!!y." \d.,3'16 P.3d at 1285 (emphasis added)(quoting Rosebud Enterprises, lnc. v.
ldaho Public Utilities Comm'n, 131 ldaho 1, 6, 951 P.2d 521, 526 (1997)). The Grand
View Projects do not have a signed contract with the utility and have not established
that ldaho Power will not negotiate with them, nor have they shown that ldaho Power
has refused to purchase or contract.
lf a QF project feels that the utility is refusing to contract for the purchase of its
generation, then it may seek a legally enforceable obligation determination from the
Commission to bind the utility and its customers to the purchase, even in the absence of
a contract. The Grand View Projects' misinterpretation of this concept and procedure is
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 6
evident in their letters from each proposed project, which they hold out as establishing
legally enforceable obligations. Such a procedure, and such a concept as a legally
enforceable obligation, exists to prevent a situation where the utility refuses to purchase
from the QF. Grouse Creek,316 P.3d at 1280, 1285. lt does not exist so that the QF
can pick and choose what contractual terms, conditions, and rates it unilaterally wishes
to impose on the utility and its customers. Those items, most particularly the rates, are
determined by the Commission, not by the QF, and not by the utility. PURPA requires
that the utility purchase. The Commission determines the terms and conditions of the
purchase and the appropriate price.
The Projects' subterfuge of initiating their inquiry for current rates and a current
draft agreement with which to negotiate a PURPA power sales agreement by utilizing a
phantom project, Black Sands Solar, and then turning around and submitting Black
Sands Solar's outdated, superseded, non-final, and non-agreed to discussion draft on
behalf of Grand View Two, Three, Four, Five, and Five A, and demanding and claiming
that they have thereby established legally enforceable obligations for these entities is
entirely misplaced. !t does not comport with PURPA or with ldaho law. !n fact, the
Projects'representations in both their May 11 and May 14 letters are not correct
statements of the current state of the law in ldaho regarding legally enforceable
obligations and the process affirmed by the ldaho Supreme Court by which the
Commission establishes if, when, and how a legally enforceable obligation is incurred.
Because the proposed Projects are solar projects over 100 kilowatts ("kW") they
are not eligible for standard, or published, avoided cost rates. The projects are entitled
to negotiated avoided cost rates, and a negotiated contract. There is not a standard
form contract in the state of ldaho. The process that has been followed for many years
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS . 7
and many proposed projects, and that the Projects are very aware of, is that a draft
agreement, for discussion and negotiation purposes, is initially fonruarded to a project by
ldaho Power at the project's request. Once the project has provided all of the required,
project specific information for the contract, and both parties are in agreement as to the
terms and conditions contained therein, the Company drafts a final and agreed to
execution draft of the agreement for both parties' signatures. Once both parties have
executed the agreement, ldaho Power files the agreement with the Commission for its
independent review and approval or rejection. Such agreements are of no force and
effect unless and until approved by the Commission.
ln order to calculate initial indicative avoided cost rates, which are the
presumptive rates which are the starting point for any negotiated rate, the project must
submit one year's worth of hourly generation data for that particular project-the
project's generation profile. Also required is the proposed project's maximum
nameplate generation capacity, estimated on-line date, annual average capacity factor,
location, designated name for each project, and the requested contract term. Once this
information is received and complete from the project, ldaho Power can run the
incremental cost IRP pricing methodology to arrive at an indicative pricing stream for the
proposed term of the contract, expressed in monthly heavy load and light load prices.
The Grand View Projects did not request rates or contracts for their proposed
projects. The Projects never initiated the required negotiated rate and contract process
required of solar QF over 100 kW. Idaho Power did not refuse to negotiate or contract
with the Projects because the Projects never initiated the process with ldaho Power.
ldaho Poweds e-mail communication to the Projects' counse! regarding Black Sands
Solar on May 12,2014, at 3:00 p.m. specifically provided a superseding draft contract to
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 8
the Black Sands Solar draft contract. The superseding draft contract included
provisions providing for a solar integration charge for the parties' continued discussion
and negotiation. Attachment 5. ldaho Power's separate e-mail communication to the
Projects' counsel regarding Grand View Five on May 12,2014, at 3:00 p.m. specifically
stated that the previous two draft agreements and indicative pricing runs were outdated
with the acceptance by the Commission of the 2013 IRP and informed Grand View Five
that if it wished to continue to pursue the project that new pricing and new contract
terms and conditions could be provided at its request. Attachment 1. These
communications were sent to the Projects' counsel prior to receiving the Projects'
submission on behalf of Grand View Two, Three, Four, Five, and Five A, at
approximately 3:05 p.m. on May 12,2014.
ldaho Power had not heard from anyone regarding Grand View Two since before
the Commission's fina! determination in Case No. IPC-E-11-15 on January 31 , 2014,
that the project was not entitled to its previously claimed legally enforceable obligation,
nor entitled to ownership of all the RECs. lt has been well over a year or more since
ldaho Power had any communication whatsoever with Grand View Three and Four with
regard to rates and a draft contract. The last information provided to ldaho Power with
regard to Grand View Five A was that the project would be pursuing a PURPA QF off-
system sale to Northwestern, not to ldaho Power. This is confirmed by the project's
interconnection application which designates the project as an energy resource (ER)
and not a network resource (NR). The Grand View Projects made no attempt to
negotiate current purchase agreements for these projects. The Projects instead
undertook a ruse involving Black Sands Solar, and the attempted "surprise" delivery of
non-agreed to, superseded, draft documents signed only by the QF project with a claim
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 9
of a legally enforceable obligation. However, ldaho Power has not refused to negotiate
and has not refused to contract. Therefore, under ldaho law, the Projects have not
established a legally enforceable obligation. Grouse Creek,316 P.3d, p.1285.
V. PRAYER FOR RELIEF
WHEREFORE, ldaho Power respectfully requests that the Commission issue an
order:
1. That Grand View PV Solar Two, LLC; Grand View PV Solar Three,
LLC; Grand View PV Solar Four, LLC; Grand View PV Solar Five, LLC; and Grand View
PV Solar Five A, LLC, have not established legally enforceable obligations binding
ldaho Power and its customers to the purchase of generation from their proposed
PURPA solar facilities; and
2. That any solar PURPA contracts or obligations entered into
between Grand View PV Solar Two, LLC; Grand View PV Solar Three, LLC; Grand
View PV Solar Four, LLC; Grand View PV Solar Five, LLC; and Grand View PV Solar
Five A, LLC, and with ldaho Power shall contain an appropriate solar integration charge.
Respectfully submitted this 16th day of May 2014.
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 1O
AN E. WALKER
Attorney for ldaho Power Company
ATTESTATION AND VERIFICATION
STATE OF IDAHO
County of Ada
l, Donovan E. Walker, having been duly sworn to testify truthfully, and based
upon my persona! knowledge, state the following:
I am employed by ldaho Power Company as Lead Counsel and am competent to
be a witness in this proceeding.
I declare under penalty of perjury of the laws of the state of ldaho that to the best
of my information and belief: Attachments 1 through 6 to ldaho Powe/s Motion for
Determination Regarding Legally Enforceable Obligations contain true and correct
copies of e-mail conespondence that t retrieved from my ldaho Power e-mail;
Attachment 7 contains true and correct copies of letters and draft contracts that were
delivered to Idaho Power on May 12,2014; Attachment 8 is a true and correct copy of a
letter I received from Peter Richardson; and Attachment 9 is a true and conect copy of a
letter that I sent to Peter Richardson.
DATED this 16h day of May 2014.
SUBSCRIFEP-AND SWORN to before me this 16th day of May 2014.
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Donovan E. Walker
I DAH O PO\hER EOIVIPAT.TXA'i\/I OT I O N FO R D ETE RM I NAT I O N
REGARD I NG LEGALTY'ETTORCEABLE OBL]GATI ONS - 1 1
CERTIFICATE OF SERVIGE
! HEREBY CERTIFY that on the 16th day of May 2014 I served a true and correct
copy of IDAHO POWER COMPANY'S MOTION FOR DETERMINATION REGARDING
LEGALLY ENFORCEABLE OBLIGATIONS upon the following named parties by the
method indicated below, and addressed to the following:
Donald L. Howell, !!
Kristine A. Sasser
Deputy Attorneys General
ldaho Public Utilities Commission
472 W esl Washington (83702)
P.O. Box 83720
Boise, ldaho 83720-007 4
Peter J. Richardson
RICHARDSON ADAMS, PLLC
515 North 27h Street (83702)
P.O. Box 7218
Boise, ldaho 83707
Robert Paul
515 North 27th Street
Boise, ldaho 83702
Mark VanGulick
P.O. Box 7354
Boise, ldaho 83707
IDAHO POWER COMPANY'S MOTION FOR DETERMINATION
REGARDING LEGALLY ENFORCEABLE OBLIGATIONS - 12
Hand Delivered
U.S. Mail
Overnight Mail
FAXX Email [e-mail]
kris.sasser@puc. idaho.oov
_Hand Delivered
U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Hand Delivered
U.S. Mai!
Overnight Mail
FAXX Emai! [e-mail]
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U.S. Mail
Ovemight Mail
FAXX Email [e-mail]
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 1
Walker, Donovan
From:
Sent:
To:
Cc:
Subject:
Walker, Donovan
Monday, May 12,2014 3:00 PM
'Robert Paul'; Peter Richardson
Allphin, Randy; Hilton, Julia; Darrington, Michael
RE: Grandview PV Solar V
Peter,
ldaho Power had previously sent you pricing and draft contracts for discussion/negotiation in August, and again in
September of 2013. Those prices are outdated, as they were based upon 2011 IRP inputs. Pursuant to the applicable
Commission Orders, now that the 2013 IRP has been accepted by the Commission, new pricing is applicable to this
project. Additionally, the previous draft contracts do not contain current terms and conditions and are thus hereby
revoked.
Because the previously provided pricing and draft contracts are no longer valid, if you wish to pursue a power sales
agreement with ldaho Power for this project we will need to calculate new avoided cost rates, to be used as the starting
point for the applicable negotiated rate, and we will need to send a new draft contract with updated terms and
conditions. Please advise if you wish to receive current pricing and a draft contract.
Thanks,
Donovan E. Walker
LEAD COUNSEL
ldaho Power I Legal
208-388-s317
From: Darrington, Michael
Sent: Tuesday, September 03, 2013 9:59 AM
To: 'Robert Paul'; Peter Richardson
Cc: Allphin, Randy; Walker, Donovan; Hilton, Julia
Subject: Grandview PV Solar V
Robert,
ln response to your request for additional information relating to the price calculations for the proposed Grandview PV
Solar V project, please find attached a document titled 'ldaho Power lncremental Cost IRP Methodology and
Exhibits.pdf . Exhibits 6,7, and 8 contain confidential ldaho Power information and should not used or shared without
ldaho Power's consent.
An updated draft Energy Sales Agreement applicable to your proposed Grandview PV Solar V project is also attached.
Please see the updated pricing in Appendix E. The prices have been updated to reflect the avoided cost of total capital
fixed O & M and to reflect the timing of the capacity deficiencies as identified in the 2011 lRP. Please replace the draft
agreement sent to you on August L4,2OL3 with this document. This is a draft agreement for discussion purposes only.
Only after both parties have agree to all terms and conditions and an executed agreement has been approved by the
IPUC shalla binding commitment exist between the parties.
Please contact Randy or myself with any questions.
Thank you,
Michael Darrington
SR ENERGY CONTRACTS COORDINATOR
ldaho Power I Power Supply
Work 208-388-5946
Email [e-mail]
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 2
Walker, Donovan
From:
Sent:
lo:
Subject:
Attachments:
Peter Richardson [[e-mail]]
Thursday, April 10, 2014 2:55 PM
Allphin, Randy; Walker, Donovan; Darrington, Michael
Avoided Cost Run
PURPA Project Generation Form - Black Sands Solar.xls
Here are the answers to your questions:
Name of Project: Black Sands Solar
Estimated On Line Date: January 2015
AC Nameplate Rating:20 MW
Annual Average Capacity Factor: See Attached
Location: Elmore County
Fill in attached lPCo hourly excel spread sheet: See Attached.
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
Walker, Donovan
From:
Sent:
To:
Gc:
Subject:
Attachments:
Allphin, Randy
Thursday, April 10, 20141:23 PM
'Peter Richardson'
Walker, Donovan; Darrington, Michael
RE: PURPA Rates
PURPA Project Generation Form.xls
Peter,
I believe the commission order you are referencing is commission order 33015. This order provided guidance
on the deficiency period to be used in the SAR avoided cost methodology. As your proposed project appears to be
larger than 100 kW, this SAR avoided cost model is not applicable to your proposed project.
lndicative pricing for your proposed project (solar greater than 100 kW) will be prepared using the commission
approved lncremental Cost IRP avoided cost methodology. Using the 2013 acknowledged IRP as a starting point and
including the IPUC approved procedure of updating the natural gas forecast prices, load forecast and inclusion of the
new and terminated purchase power agreements results in this model including a capacity component in the total
avoided cost beginning in 2014, which is very similar results to what commission order 33016 established for the SAR
model.
ln order for ldaho Power to initiate this pricing model for your proposed project please send us the following
information.
Name of Project
Estimated online date
AC Nameplate rating
Annual average capacity factor
Location
Fill in the attached lPCo hourly excel spread sheet
Randy
From : Peter Richa rdson [ma ilto : oeter@ richardsonadams.com]
Sent: Wednesday, April 09, 2014 12:16 PM
To: Walker, Donovan; Allphin, Randy
Subject PURPA Rates
Randy, would you please run the avoided cost numbers for this proposed solar project? We would like a twenty year
non-levelized look based on yesterday's avoided cost order from the Commission. Let me know if you have any
questions. -Thanks Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise,Idaho 83702
[phone] office
[phone] cell
BEFORE THE
IDAHO PUBLIC UTILITIES GOMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 3
Walker. Donovan
From:
Sent:
To:
Gc:
Subject:
Attachments:
Darrington, Michael
Thursday, April 24, 2014 11 :29 AM
Peter Richardson
Allphin, Randy; Walker, Donovan
Black Sands Solar - Project Pricing
Black Sands SolarJO MW_Project Pricing 4-24-2014.pdf
Hi Peter,
Please find attached a document containing indicative energy pricing for your proposed 20 MW Black Sands Solar
project.
The prices contained with this email are for discussion purposes only. No contractual obligation of any kind shall exist
between ldaho Power and Black Sands Solar until such time as both parties have executed an Energy Sales Agreement
and the executed ESA has been approved by the ldaho Public Utilities Commission (IPUC). The indicative energy prices
contained within this document have been calculated using the incremental integrated resource plan (lRP) avoided cost
methodology in accordance with ldaho Public Utilities Commission (IPUC) Order No. 32697 and are for discussion
purposes only. At any time prior to both parties executing an ESA, ldaho Power shall modify any draft ESA and energy
pricing provided to reflect current contracting standards and according to current regulatory requirements.
These draft prices are the starting point for ESA negotiations. Along with the ESA there are other important processes
that must be undertaken before a proposed project can begin delivering energy to ldaho Power. These other processes
include Generator lnterconnection and Tra nsmission Service Req uests.
Please feel free to contact me with any questions or if you would like to further discuss the pricing document.
Thank you,
Michael Darrington
SR ENERGY CONTRACTS COORDINATOR
ldaho Power I Power Supply
Work 208-388-5946
Emai I mdarrinston @idahooower.com
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 4
Walker. Donovan
From:
Sent:
To:
Gc:
Subject:
Peter Richardson [[e-mail]]
Friday, April 25, 201411:45 AM
Peter Richardson; Darrington, Michael
Allphin, Randy; Walker, Donovan
RE: Black Sands Solar - Project Pricing
Also would you please prepare a firm energy sales agreement and send it over, we will fill in the project specific
information. Thank y ou. -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
From: Peter Richardson
Sent: Friday, April 25,20L411:31 AM
To:'Darrington, Michael'
Cc: Allphin, Randy; Walker, Donovan
Subject: RE: Black Sands Solar - Project Pricing
Michael can you express this stream of prices in a twenty year levelized rate? Can you give us some times you are
available to meet with Dr. Reading to review the model/inputs etc.?Thanks -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
Eter@rj chard sonadams. com
From : Darri ngton, M ichael [mailto : M Darrington@ idahopower.com]
Sent: Thursday, April24,2014 11:29 AM
To: Peter Richardson
Cc: Allphin, Randy; Walker, Donovan
Subject: Black Sands Solar - Project Pricing
Hi Peter,
Please find attached a document containing indicative energy pricing for your proposed 20 MW Black Sands Solar
project.
The prices contained with this email are for discussion purposes only. No contractual obligation of any kind shall exist
between ldaho Power and Black Sands Solar until such time as both parties have executed an Energy Sales Agreement
and the executed ESA has been approved by the ldaho Public Utilities Commission (IPUC). The indicative energy prices
contained within this document have been calculated using the incremental integrated resource plan (lRP) avoided cost
methodology in accordance with ldaho Public Utilities Commission (IPUC) Order No. 32697 and are for discussion
1
purposes only. At any time prior to both parties executing an ESA, ldaho Power shall modify any draft ESA and energy
pricing provided to reflect current contracting standards and according to current regulatory requirements.
These draft prices are the starting point for ESA negotiations. Along with the ESA there are other important processes
that must be undertaken before a proposed project can begin delivering energy to ldaho Power. These other processes
include Generator I nterconnection a nd Transm ission Service Requests.
Please feel free to contact me with any questions or if you would like to further discuss the pricing document.
Thank you,
Michael Darrington
SR ENERGY CONTRACTS COORDINATOR
ldaho Power I Power Supply
Work 208-388-5945
Emai I [e-mail]
i! its atircty, wh€th6 io cletronic or hud opy fomat. Thak )ou.
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPG-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 5
Walker, Donovan
From:
Sent:
lo:
Cc:
Subject:
Attachments:
Walker, Donovan
Monday, May 12,2014 3:00 PM
'Peter Richardson'
Allphin, Randy; Darrington, Michael
RE: Black Sands Solar - DRAFT Energy Sales Agreement
20140512 - Black Sands Solar 20 MW DRAFT Energy Sales Agreement.docx
Peter,
Attached is a revised draft PURPA agreement for our continuing discussions/negotiations regarding your proposed Black
Sands Solar project. This revised agreement supersedes and replaces any other draft agreements previously forwarded
regarding this project. A summary of the material revisions to this draft agreement:
Paragraph 1.40 and Article Vll - Solar integration charge defined and included in this agreement.
Paragraph 1.31 - correction of the formula to indicate that the value is a percentage.
Thanks,
Donovan E. Walker
LEAD COUNSEL
ldaho Power I Legal
208-388-5317
From: Darrington, Michael
Sent: Tuesday, May 06, 20L4 4:24 PM
To: 'Peter Richardson'
Cc: Walker, Donovan; Allphin, Randy
Subject Black Sands Solar - DRAFT Energy Sales Agreement
Mr. Richardson,
Please find attached a DRAFT Energy Sales Agreement (ESA) for your proposed Black Sands 20 MW solar project.
The draft document contained with this email is for discussion purposes only. No contractual obligation of any kind shall
exist between the parties until such time as both parties have executed an Energy Sales Agreement and the executed
ESA has been approved by the ldaho Public Utilities Commission (IPUC). ln addition, the proposed energy prices
contained within this document have been calculated using the incremental integrated resource plan (lRP) avoided cost
methodology in accordance with ldaho Public Utilities Commission (IPUC) Order No. 32597 and are for discussion
purposes only. At any time prior to both parties executing an ESA, ldaho Power shall modify any draft ESA and energy
pricing provided to reflect current contracting standards and according to current regulatory requirements.
This draft agreement and pricing are the starting point for ESA negotiations. Along with the ESA there are other
important processes that must be undertaken before a proposed project can begin delivering energy to ldaho Power.
These other processes include Generator lnterconnection and a Transmission Service Request.
Please feel free to contact me with any questions or if you would like to further discuss the draft ESA.
Thank you,
Michael Darringon
SR ENERGY CONTRACTS COORDINATOR
ldaho Powerl Power Supply
Work 208-388-5945
Email [e-mail]
Article
I
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3
4
Dnft Agrcemcnt for Ilrcuulon Purporcl Only
ENERGY SA,LES AGREEMENT
BEf,WEEN
IDAHOPOWERCOMPANY
TABLEOFCONTENTS
TITLE
Definitiom
No Rcliance oa Idaho Powcr
Warranties
Corditions to Acccptancc of Energy
Tcrm and OperationDatc
Purchase and Sale of Net Ensr5/
Purclusc Pricc md Metbod of Palm.cd
Environmental Attributes
Facility and Intcrcomection
Metaing Mctering
Records
Opcrations
Indcmnification
Force Majcure
Uability;
andAuthorized Agents
T€rms and Conditiotrs
Countcrparts
Entirc Agrccmcnt Signatues
5
6
7
8
9
l0
ll
t2
l3
t4
l5
l6
t7
l8
19
20
2
22
23
24
25
26
27
28
29
App€ndix A
Ap@ixB
App€mdk C
.{ppcdixD
Appcrdix E
Appcndix F -
Gcncration Scheduling and Rcporting
Frcility ard Poift of Delivery
F.n grnccr's Catifi cations
Formr of tiquid S€curity
Solar Facility Erergy Priccs
Iosurarrce Roquircmcnts
55
Dnft Agrecmcnt for Dbcuubn hrporcr Only
Commission
Draft Agreement for Discussion Purposes Only
Appendix G - Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Black Sands Solar
Project Number: _
THIS ENERGY SALES AGREEMENT ("AGREEMENT'), enterer s_dayof
20 between (Seller), and IDAHO P COMPANY, an
Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "(or
individually as "Party."
WITNESSETH:
WHEREAS, Seller will desigr, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Quali&ing Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I .l "edusteA gstimated Ne " - the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "AUthenzgd Agglt" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalfofthe Seller, to execute instruments,
I
Draft Agreement for Discussion Purposes Only
t'',
t.4
1.5
1.6
1.7
Draft Agreement for Dlscusslon Purpocer Only
agreements, certificates, and other documents (collectively "Documents') and to take ac{ions on
behalfofthe Seller, and that ldaho Power Company and its directors, officers, employees, and
agents are antitled to consider ard deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer ofthe Seller shall have delivered to ldaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
ofthe Seller. Any Documents executed by such persons shall authorized by the
Seller for all purposes.
"EAS€-@'- Monthly Net Energy less any Surplus
"eolurnissiql" - The Idaho Public Utilities Commission
"eSnEg!_Y9a[" - The period commencing each calendar year calendar date as the
Operation Date and ending 364 days thereafter.
'Dslaygurg-Period" - 120 days i Date.
"Dglay !e&aggs" - ((Current as specifid in paragaph
6.2 divided by the number of by the number ofdays in the
Delay Period by the current month's Delay Price.
ion Date until the Seller's Facility achieves
by ldaho Power.
's Mid-Columbia Market Energy Cost minus the current
month'Purchase Price as specified in Appendix E ofthis Agreement.
If this a value less than 0, tlrc result ofthis calculation will be 0.
- Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"Effectivg_D49" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
2
Draft Agreement for Discussion Purporer Only
l.l0
l.ll
-The current
Draft Agreement for Discussion Purposes Only
l.l2 "EuutsuqentalAltibulg!" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitle4 attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
avoided emission ofpollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions ofcarbon
dioxide (COr), methane (CHr), nitrous oxide,sulfur
hexafluoride and other greenhouse gases (GHGs) that by the United
Nations Intergovernmental Panel on Climate Change, or lawl the
'(r)
the reporting rights to these avoided emissions, such as REC Reporting
Rights are the right ofa REC purchaser to RECs in
compliance with federal or state law, if agency or any other
party at the REC purchaser's those REC Reporting
Rights accruing under Section Act of 1992 and any present or
future or bill, and international or foreign emissions hading
on a lvf,llis and one REC represents the Environmental
MWh dfenergy. Environmental Attributes do not include (i)
other power attributes from the Facility, (ii) production tax
credits or operation ofthe Facility and other financial incentives
in the form or allowances associated with the Facility that are applicable to
a state or federal taxation obligatiorl (iii) the cash grant in lieu ofthe investrnent tax
credit pursuant to Section 1603 ofthe American Recovery and Reinvestrnent Act of2009, or (iv)
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoid€d
emissions ar€ included in the list ofEnvironmental Attribrfies, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory prcgram.
3
Draft Agreement for Discusslon Purposes Only
actual or potential threat of altering the Earth's climate by heat in the
associated with
l.l3
l.t4
Draft Agreement for Discusslon Purposes Only
"EastUld'- That electric generation facility described in Appeldix B ofthis Agreement.
"First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
"ESrced_Or*AC9" - 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 Powefs ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: I )
equipment failure which was gq! the result ofnegligence or lack ofpreventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or constnrction ofthe Facility or
electrical lines required to serve this Facility.
' Ceneration tnterconnection e '- The interconnection agreernent that specifies
terms, conditions and requirements ofinterconnecting to the Idaho PowEr electrical system,
l.l5
l.l6
which will limited to all requirements as specified by Schedule 72.
pv electrical generation system within the Facility that is
to the Point ofDelivery independent ofother Generation
hours from hour ending 0700 - 2200 Mountain Time, (16 houn)
excluding all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgivi Christmas.
l.l9 "Esudy l4gfg ls!t!g4qs"-the hourly energy estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation ofthe eaergy prices specified in Appendix E.
l.2O "lnterconnection Facilities" - All equipment specified in the GIA.
4
Draft Agreement for Discuseion Purposes Only
generate and deliver
in the same F
Draft Agreement for Discusslon Purposes Only
l.2l "Lisht_I.oed_Houf9" - The daily hours from hour e, rding 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christrnas.
1.22 "!o5gs!" - The loss ofelectrical energy expressed in kilowatt hours (kwh) occurring as a result
ofthe transformation and transmission ofenergy between the point where the Facility's energy is
metered and Facility's Point of Delivery. The loss calculation Qmulp will bp as specified in
Appe,ndix B ofthis Agreement.
l-23 "Matet Enercy Ref€rence Price" - Eighty-five percent
Energy Cost.
"lvtaleddELgagh" - A Default (paragraph 19.2.1) subject to
will be as
specified in Appendix B of this Agreement.
1.26 average of the
Intercontinental Exchange vg and Mid-C Off-Peak Avg
reported pri
,r ((ICE Mid-C Peak Avg * Heavy
Avg * Lightof the + (ICE Mid-C Off-Peak
t.24
r.25
the
is discontinued by the reporting agency, both Parties
will index, which is similarto the ICE Mid-Columbia tndex.
The selected will be consistent with other similar agreements and a commonly
used index by industry.
1.27 "tvtonthtv gstimated Generation'- the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kWh.
1.28 "tvtonthtv Nameptate gnerey" - Nameplate Capacity multiplied by the hours in the applicable
month.
5
Draft Agreement for Discussion Purposes Only
/ total hours in the month)Load Hours for each
Draft Agreement for Discussion Purposes Only
1.29 "NelSe!4elgBaeitr" -The fullJoad electrical quantities assigred by the desigrer to a generator
and its prime mover or other piece ofelectrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate affached to the individual machine
or device.
1.30 "Net Enersv" - All ofthe electric enerry produced by the Facil io! Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Faci
Delivery. Subject to the terms of this Agreemant, Seller
Idaho Power at the Point of Delivery for the full term of
l.3l "Estimated Net Enerqy Amount '-
Amount divided by the applicable month's
calculation results in a value greater than I
at the Point of
Net Energy
100. Ifthis
will be 100%.the
)l I1.32 "OgEratlS! !a!9" - The day commencing at
all requirernents ofparagraph 5.2 have becn
Time, following the day that
the Seller requested Operation
Date.
1.33 "POtntSf Oeliyery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.34 ' priclne Adjustnent Percentaee" - Estimated Net Energy Amount Adjustrnent Percentage plus
2%. If this calculationresults in a value greater than 100%, the result of this calculation will be
100% or ifthis calculation results in a value less than90%o, the result ofthis calculation will be
90o/o.
1.35 "Prudent Electrical Prrc '- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to op€rate electric equipment lawfully,
safely, dependably, efficiently and economically.
6
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
1.36 "nenewaUte nnergy Certincate" or "R.pC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation ofrenewable energy by the
Facility, and includes all Environmental Attributes arising as a result ofthe generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (l,000) kWh of Net Energy.
1.37 "Sgh@lgd_Opgedgl_D3p" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate ofthe date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.38 "SEIedulCl2"- Idaho Power's TariffNo l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.39 "Securitv Deposit" - $45 per kW
]-391
that is used to operate equipment that is auxiliary or
otherwi ofelectricity by the Facility.
+4+1.42
Fog:qig9gl!9_
Fomatbd! ll,o underline
the Idaho Power
- Is (l) Net Energy produced by the Seller's Facility and delivered to
system during the month which exceeds I l0% of the monthly
Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if
the Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrical
system during the month is less than 90% of the monthly Estimated Net Energy Amount for the
corresponding month specified in paragraph 6.2, then all Net Energy delivered by the Facility to
the Idaho Power electrical system for that given mont[ or (3) all Net Energy prcduced by the
7
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discusslon Purpores Only
Seller's Facility and delivered by the Facility to the ldaho Power electrical system prior to the
Operation Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
+=+2!.43__'Termi4ageg lagaggt" - Financial damages the non defaulting party has incurred as a
result of terrnination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Indeoendent Investieation - Seller warrants and that in entering
into this Agreement and the undedaking by Seller of Seller has
investigated and det€rmined that it is capable of and upon
the advice, experience or expertise ofldaho Power in the transactions
contemplated by this Agreement.
2.2 Seller Indeoendent Experts - All limited to, engineers,
attomeys or accountants, that Seller in undertaking the
transactions contemplated by those of Seller.
or failure to review Seller's desigr,
shall not be an endonernent or a confirmation by Idaho
warranties, expressed or implied, regarding any aspect of
Seller's equipment or facilities, including but not limited to, safety,
durability, rel capacity, adequacy or economic feasibility.
Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in 18 CFR 292.201 et s€q. After initial qualificatiorq Seller will take such
steps as may be required to maintain the Facility's Qualifuing Facility status during the term of
this Agreement and Seller's failure to maintain Quali$ing Facility status will be a Material
Breach ofthis Agreement. Idaho Power reserves the right to review the Facility's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
8
Draft Agreement for Discucsion Purpores Only
3.3
Draft Agreement for Discussion Purposes Only
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Solar Project gatus anS associated support
and compliance documents at anytime during the term of this Agreer
Hourlv Enerw Estimates - Seller warrants that the Uoudy fnergy ESml
Seller and contained in Appendix G are accurate estimates ofthe Facility's expe'ly
energy production based on the characteristics ofthe solar generation equipment being installed,
configuration and orientation ofthe equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Energy Estimates will be
a Material Breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition ofldaho Power's acceptance ofdeliveries of
energy from the Seller under this Agreement, Seller shall:
4.1,l Submit proofto Idaho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
. local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR292.201 et seq. as a certified Quali[ing Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State ofldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. l. I
9
Draft Agreement for Discussion Purposes Only
3.4
Draft Agreement for Discussion Purpores Only
above are legally ad validly issued are held in the name ofthe Seller and" based on a
reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance ofthe form will not be Opinion Lettet
will be governed by and shall be interpreted in opinion accord
of the American Bar Association Section of
4.1.3 Commission Approval - Confirm with Idaho
Agreement in a form acceptable to ldaho Power his
4.1.4 Nameplate Capacity - Submit to and engineering
documentation that establishes individual Generation
Unit that is included within of these units to determine the
Facility Nameplate this data, Idaho Power shall review
the the Nameplate Capacrty specified is reasonable based
ion ratingp for the specific Generation Units.
executed by an authorized agent ofthe Seller
ical and electrical equipment of the designated Generation
been completed to enable the Generation Unit(s) to begrnning
ofTest Energy in a safe rnanner.
4.t.6 written proof to Idaho Power of all insurance requircd in Article XIil.
4,1.7 Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the ldaho Power electrical system.
4.1.8 Network Resource Desimation - Confirm that the Seller's Facility has been designated
as an Idaho Power network resource capable ofdelivering energy up to the amount ofthc
l0
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
Maximum Capacity at the Point of Delivery.
4.1.8.1 AsspecifiedinAppendixBitemTofthisAgreement,theSeller'sFacilitymust
have achieved the status of being an Idaho Power Designated Network Resowce
(DNR) prior to Idaho Power accepting any energy from this Facility. Appendix
B item 7 provides information on the initial application process required to
enable Idaho Power to determine if network is available for
this Facility's Maximum Capacity transmission
network upgrades will be required.any
associated costs will be included in the G Facility.
4.1 .8.2 Only after the Facility has completed all the GIA that enable the
Facility to come online can ofdesignating
this resource as an Idaho final process must be
initiated at a Date. Therefore, Idaho
Powerwill process 30 the Scheduled First Energy Date
this Agreement and only after Idaho Power has
requirements have been completed. Ifthe
the aftual First Energy is expected to be different then the
Date specified in Appendix B of this Agreement, the
ff Idaho Power ofthis revised date no later than 30 days prior to
First Enerry Date. Under no circumstances will the project be able to
ver any energJ to Idaho Power until such time as ldaho Power has designated
this Facility as an Idaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance ofenergy 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 ldaho Power.
l1
Draft Agreement for Discussion Purposec Only
Scheduled Fi
5.1
5.2
Draft Agreement for Discussion Purposes Only
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions ofparagraph 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
-
(not ta
exceed 20 years) Conhact Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all ofthe following:
a) At the minimunl 75%o of the Generation Units planned for this Facility have
achieved their First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe marm6.
c) Engineer's Certifications - Submit an executed Engineefs Certification ofDesign&
Construction Adequacy and an Engineet's Certification of Operations and
Mai (O&lO Polipy as described in Commission Order No.21690. These
in the form specified in Appendix C but may be modified to the
the different engineering disciplines providing the
an Operation Date from ldaho Power in a written format.
ved written confirmation from Idaho Power of the Operation Date.
will not be unreasonably withheld by Idaho Power.
Ooeration Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that ry!-caused by Idaho Power or Force Majeure
events accepted by both Parties, g@!!4! prevent Delay Damages or Termination Damages from
t2
Draft Agreement for Discussion Purposes Only
This
5.3
5.4
5.5
Draft Agreement for Discussion Purposes Only
being due and owing as calculated in accordance with this Agreernent.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and ldaho Power may
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damaees billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end o!or within 30 days of
the date this Agreement is terminated by Idaho Power.
5.6 Terrnination Damaqes billins and payment - Idaho Seller
beenany Termination Damages due Idaho Power within 30
terminated.
5.7 Seller Payment - Seller shall pay Idaho
within 7 days of when Idaho Power
these damages within the specified
Power shall draw funds from t
the calculated
within
Damages
. Seller's failure to pay
of this Agreement and ldaho
by the Seller in an amount equal to
in Appendix D equal to or exceeding the amount specified
Deposit until such time as the Security Deposit is released
by Idaho in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any rernaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
13
Draft Agreement for Discussion Purposes Only
6.1
Draft Agreement for Discussion Purposes Only
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
NetEnerey Purchase and Delivery -Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all ofthe Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Energy Amounts - shall be equal to
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
November
December
Total
6.2.2 Seller's Adjustment of Estimated Net Enerry Amounts - After the Operation Date, the
Sellcr may revise any future monthly Estimated Net Enerry Amounts by providing
writte,n notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Energy Amounts eligible to be
Monthly estimated kWhs as specifiedg\6.2 ln
November
December
January
February
March
April
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
t4
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
May
June
July
August
September
October
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
December and any future months
6.2.3
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via retum electronic verification of
receipt to the elechonic notices address specified in paragaph 25. I .
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most tecently provided
Estimated Net Energy Amounts.
-Ifldaho Power is excused
from accepting the Seller's Net 12.2.1 or if the Seller
declares a Suspension of in paragraph 12.3.1 and the
Seller's declared Suspfiilr of Energy is accepted by Idaho Power, the
specified in paragraph 6.2 for the specific month in
paragaph 12.2.1 or 12.3.1 occurs will be
following and only for the actual month inwith the
l5
Draft Agreement for Discussion Purposes Only
Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage ofcurtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energa Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension ofEnergy
Deliveries.
ich the event
TGU =
Draft Agreement for Discussion Purposes Only
RSH
Sum ofall ofthe individual generator ratings ofthe Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
formula
t$,H::!.:NEA (t'*,*
Net Energy \
Amount
7.2
This Adjusted Estimated Net Energy used in Surplus Energy
calculations for only the speciflrc month in from accepting the
Seller's Net Energy or the Seller
- Unless excused by an event of
in any Contract Year in an amount equal to
Estimated Generation shall constitute an
- For all Base Energy received during Heavy Load
Hours, Idaho will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E less the Solar Intesration Charrc.
Base Enerw Lieht Irad Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly Base Energy Light Load Purchase Price as specified in
Appendix E less the Solar Integration C .
Sumlus Enersy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
l6
Draft Agreement for Discussion Purposes Only
percent (10%)
7.3
7.4
Draft Agreement for Discussion Purposes Only
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price less the
Solar Integration Charge for that month, whichever is lower.
Price Adjustment - Upon acceptance of a Seller Adjustment of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised priges will pplace the prices
contained within Appendix E until such time as the Seller submits a nfller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing Adjustnient
calculated and applied in accordance with this paragraph.
Delivering Net Energy that exceeds the Monthly Nameplate Energy to Idaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to Idaho Power will be disbursed to the Seller within thirty (30) days of the date which ldaho
Power receives and accepts the documentation ofthe monthly Base Energy and Surplus Energy
actually delivered to Idaho Power as specified in Appendix A.
Continuine 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 Csmpany v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
ldaho 1122,695 P.2d I 261 (1985), Afton Enerey. Inc. v. Idaho Power Company, I I I Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
t1
Draft Agreement for Discussion Purposes Only
7.5
7.6
7.1
Dreft Agreement for Dircussion Purpoces Only
ARTICLE VtrI: ENVIRONMENTAL ATTRJBUTES
8.1 Idaho Power will be granted ownership of 50% of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental
Athibutes associated with the Facility. Title of 50% Environmental Attributes shall pass to Idaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Energy to
Idaho Power occurs. Idaho Power's title to 50% ofthe shall expire at
agreements. Ifthe end ofthe term ofthis agreement, unless the parties
after the Effective Date any additional Environmental A value is
creditscreated by legislation, regulation, or any other action,
and carbon offsets, Idaho Power shall be granted
Environmental Attributes or environmental
delivered by the Seller to Idaho Power.
efforts to ensure that any
Environmental Attribute
limited to,
commercially reasonable
the current or future
Facility.
Athibute certifications, rights and
prior to the First Energy Date, the Parties shall mutually
Power's Environmental Attributes from this Facility to be
Power's Western Renewable Energy Generation Information System
account or any other Environment Attribute accounting and tracking
systern selected by the Idaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Envircnmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50% of the Environmental
Attributes to ldaho Power for the Term of this Agreement, If the Environmental
l8
Draft Agreement for Diccussion Purpores Only
Facil
8.2 The
requirements are
least sixty (60)
Draft Agreement for Digcussion Purposes Only
Attribute accounting and tracking system initially selected by Idaho Power is materially
altered or discontinued during the Term ofthis Agreement, the Parties shall cooperate to
identifr an appropriate alternative Envircnmental Athibute accounting and hacking
process and e,nable the Environmental Attributes be processed through this alt€rnative
method.
8.2.2
8.2.3 If Idaho Powerrequests additional
provided by the WREGIS process
Each Party shall only report under Section
under any applicable program the 50% of
owns and shall refrain from reporting the
Party.
Act of 1992 or
that such party
other
beyond what is
to obtain any
Environmental Attribute for those Environmental
Attributes delivered to from Ifthe Seller incurs cosq as a result
of additional certification provides benefits to both
proportion to the additional benefits obtained-
certifications, then Seller shall fully cooperate
such certification.
will desigr, constnrct, install, owr1 operate and maintain the Facility
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
t9
Draft Agreement for Discussion Purposes Only
Attribute
1605o
the
If ldaho Power
Idaho Power in
l0.l
Draft Agreement for Discussion Purposes Only
ARTICLE X:
METERING. METERING COMMLTNICATIONS AND SCADA TELEMETRY
Meterine - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable ofmeasuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy production, Station Usg maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility's energy production into the ldaho Power electrical system, Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
Meterine Communications - Seller shall, at the Seller's sole initial and ongoing expense, {urange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form Power., Scller shall grant Idaho Power sole control and use ofthis
equipment. Specific details and requirements for this
will be established in the GIA process and documented in
- If the Facility's Nameplate
Capacity n addition to the requirements ofparagraph l0.l and 10.2, Idaho Power
may require equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to Idaho Power. Seller shall grant Idaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GIA process and documented in the GIA. Seller shall be responsible for
20
Draft Agreement for Discussion Purposes Only
t0.2
communications
Draft Agreement for Discusslon Purposes Only
all initid and ongoing costs of this equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
ll.l Maintenance ofRecords - Seller shall maintain monttrly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energa, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation in
(kW) and be records in a form and content acceptable to records shall be
retained for a period ofnot less than five years.
tt.2 Inspection - Either Party, after rcasonable notice to the during
normal business hours, to inspect and audit any or all to the Seller's Facility
generation, Net Energy, Station Use, Surplus maximum howly
generation in kW.
12.l Communications - Idaho maintain appropriate operating
Facility in accordance with theDispatch
12.2
from accepting and payrng for Net Energy which would
produced by the Facility and delivered by the Seller to the Point of
If energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR $292.304
If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or otber provisions as specified within the
2t
Draft Agreement for Discussion Purposes Only
b.)
c.)
Draft Agreement for Discussion Purposes Only
GtA.
If Idaho Power determines that curtailment, interruption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
system maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
12.2.2 lf, in the reasonable opinion of Idaho of the Facility or
Interconnection Facilities is unsafe or may Power's
equipment, personnel or service to its
disconnect the Facility from ldaho Power's as specified
within the GIA or Schedule 72 or take reasonable Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the the Facility to the Point of
Delivery in an amount that exceeds the Capacity Amount at any moment in
time. Seller's failure to lirnit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 Ifldaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
ofthe estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
Seller Declared Suspension of Enerey Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragaph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
22
Draft Agreement for Discussion Purposes Only
d.)
t2.3
Draft Agreement for Discussion Purposes Only
Seller in the initial declaration for a period of not less than 48 hours. ("Declarcd
Suspension of Energy Deliveries'). The Seller's Declared Suspension of Energl
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3,2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Energy occurred, the Estimated Net Energy Amount
will be adjusted as specified in paragraph 6.2.3.
12.3.2 lf ttre Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragaph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after maki contact with,Idaho Power. The Seller
will, within 24 hours after the Power a written notice in
hour and duration of theaccordance with Article
ofthe conditions that caused the
of Energy Deliveries, and the reduced level (kW)
Faci that will be set as the maximum energy
for the of the Declarcd Suspension of Energy Delivery
. Idaho Power will review the documentation provided by
Idaho Power's acceptance of the described Forced Outage as
Suspension of Energy Deliveries as specified in paragraph
Power's acceptance ofthe Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l$ ofeach calendar year, Seller shall submit a
written proposed maintenance schdule of significant Facility maintenance for that calendar year
23
Draft Agreement for Discussion Purposes Only
Declared Susporsion
deliveries to Idaho
(not less than
Draft Agreement for Discusslon Puraoses Only
and Idaho Power and Seller shall mutually agree as to the acceptability ofthe proposed schedule.
If the Seller inte,nds to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies ldaho Power of a change to this schedule. The Parties determination as to the
Prudent Elechical Practices, Idaho Power systern
schedule. Neither Party shall unreasonably withhold
schedule.
Seller's preferred
12.5 Idaho Power Maintenance Information - Upon receiving a from the Seller, Idaho
Power shall provide publically available in regards Power planned
maintenance information that may impact
12.6 Contact Prior to Curtailment -
prior to exercising its rights
attempt to contact the Seller
curtail deliveries from the Seller's
Facility. Sel ofernergency circumstances, real time operations of
the Power may not be able to provide notice to
or reduction of electrical energy deliveries to
Indernnification Party shall agree to hold harmless and to indemniS the other Party, its
officers, agents, afiiliates, subsidiaries, parcnt company and employees aginst all loss, damagg
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) constuction, ownership, operation or
maintenance of, or by failure of, any of such Pady's works or facilities used in connection with
this Agreement, or (b) negligent or int€ntional acts, errors or omissions. The indemniffing Party
24
Draft Agreement for Discussion Puraores Only
l4.l
Draft Agreemetrt for Discussion Purposes Only
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifing Party shall pay all documented costs, including reasonable attomey fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XIV: FORCE MAJEURE
As used in this Agreement, "Force Majeurd' or "an event of Forc
beyond the control ofthe Seller or of Idaho Power which, despite the exerci
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
GoG fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changcs in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply ggg-4! events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occrrrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
25
Draft Agreement for Discussion Purposes Only
l5. t
Draft Agreement for Discusslon Purpores Only
occurence.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreernent shall be construed to create any duty to, any
standard ofcare with reference to, or any liability to any percon not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this
15.2 Dedication. No undertaking by one Party to the other untfany proytto
constitute the dedication of that Party's system or any porilleof to the P ublic or
affect the status of Idaho Power as an independent public or Seller as an
independent individual or entity.
l6.l Except where specifically stated in the duties, obligations and
liabilities ofthe Parties are be several or collective. Nothing contained
in this an association, trust, partnership orjoint
obligation or liability on or with regard to either
and severally liable for its own obligations under this
ARTICLEXVII: WAIVER
Any waiver at by either Parly of its rights with respect to a default under this Agrcement
or with respect to any other matters arising in connection with this Agreement shall not be
deerned a waiver with respect to any subsequent default or other matter.
26
Draft Agreement for Discussion Purposes Only
br impose a trust
Party shall be
l8.l
t8.2
Draft Agreement for Discussion Purpores Only
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
This Agreernent shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice oflaw provisions.
Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
l9.l Disputes - All disputes related to or arising under this ited to,
the interpretation of the terms and conditions of this to the
19.2
Commission for resolution.
Notice of Default
19.2.1 Defaults. If either Party fails or conditions of this
19.3
Agreement (an "event Party shall cause notice in
the manner in which suchwriting to be
ting Party shall fail to cure such default within the sixty
ice, or if the defaulting Party reasonably
that the default can be cured within a commercially
within such sixty (60) day period and then fails to diligently
then the non-defaulting Party may, at its optiorl terminate this
pursue its legal or equitable rernedies.
19.2.2 -The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific curc and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
27
Draft Agreement for Dlscucsion Purposes Only
demonstrates to
reasonable time
Draft Agreement for Discussion Purposes Only
Idaho Power with the following:
19.3.1 Insurance-EvidenceofcompliancewiththeprovisionsofAppendixF. IfSellerfails
to comply, such failure will be a Material Breach.
19.3.2 Ensineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form speciffed in Appendix C. Seller's
failwe to supply the required certificate wiillhe an event of default. Such a default
may only be cured by Seller providing the requirod certificate; and
19.3.3 Licenses / Permits / Determinations - During the full term of this Agreernent, Seller
shall maintain compliance with all pemlih,,licenses and detemrinations described in
paragraph 4.1.1 of this Agreement. In additior; Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every
fifth Contract Year, Seller will update the documentation described in Paragraph 4.1.1.
Seller fails to maintain compliance with the permits, licenses and
in paragraph 4.1.1 or to provide the documentation required
failure will be an event of default and may only be cured by
Power evidence ofcompliance from the permitting agency.
2O.l This Agreement to the jurisdiction of those governmental agencies having control over
2t.t
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereofwithout change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
28
Draft Agreement for Discussion Purposes Only
Seller submitting
either Party of this Agreement.
Draft Agreement for Discussion Purposes Only
ARTICLE XXIT SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit ofthe respective successors and assigns ofthe Parties hereto. Neitherthis Agreemant nor
any rights or obligations of either Party hereunder may be assigled, in whole or in part, by
operation oflaw or otherwise, without the prior written consent ofboth Parties, which consent
shall not be unreasonably withheld. Notlithstanding the which Idaho
Power may consolidate, or into which it may merge, f to convey or transfer
substantially all of its electric utility assets, shall without
need ofconsent or approval by the Seller, succeed to all and
interests under this Agreement. A transfer or change in the who control ten
percent or more of the equity securities or of Sel in a single or
multiple s€parate transactions resulting in of equity interests or voting
rtquiring prior written consent of
assignment in derogation of the
foregoing ot prevent a financing entity with recorded or secured
remCEavailable to it under law or contract. Idaho Power
by the financing entity that it is exercising such rights or
23.1 No modification Agreement shall be valid unless it is in writing and sigted by both Parties
24.1
ARTICLE XXTV: TA)GS
Each Party shall pay before delinquency all taxes and other govemmental charges which, iffailed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
29
Draft Agreement for Discussion Purposes Only
ve Orc right to be
and subsequently approved by the Commission.
Draft Agreement for Discussion Purposes Only
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
25.1 Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Telephone:
Cell:
E-mail:
To Iilaho Pou,er:
, Orisinal document to:
Vice President, Power Supply
Idaho Power Company
H,3.lio'"l",r^,
Email : lerow@.idahopower.com
Copv ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
30
Draft Agreement for Discussion Purposes Only
Name:
Address:
Draft Agreement for Discusslon Purposes Only
Name
Authorized Agents as listed above may be modified by ttte Seller by requesting and corpleting
an Authorized Agent modification document provided by Idaho Power. This docr.ungnt at
minimum will include the requested changes and require signature(s) &om an authorized party of
the Seller.
26.1 Equal Emoloyment - During Seller agrees to comply
with all ty, small business, and affirmative action laws
and and affirmative action laws and regulations
ing provisions of 38 U.S.C. $ 4212, Executive
subsequant executive orders or other laws or regrrlations
employment on govemment contracts. To the extent this
Agreement Order I 1246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-1.4, 4Um.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirernents of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
31
Draft Agreement for Di$cussion Purposes Only
Title
26.2
incorporated by
Draft Agreement for Discussion Purporer Only
Idaho Power Designated Network Resource. If final intcrconnection or transmission
studies are not complete at the time the Seller executes this Agreement, the SellEr
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Opcration Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to
is eligible for the published avoided costs
this Agreement. Commission Order 32817
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following and included by
reference:
Appendix A
Appendix B
and Reporting
of Delivery
's Certifications
Liquid Security
Energy Prices
Requirements
Hourly Energy Production
The ofany term or provision ofthis Agreement shall not affect the
validity or ofany other terms or provisions and this Agreement shall be conshued
in all other respects as ifthe invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: 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.
32
Draft Agreement for Discussion Purporer OnIy
28.1
Appendix F
Appendix G
Draft Agreement for Discursion Purposes Only
ARTICLE )OO(: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the zubject matter
hereofand supersedes all prior or contemporaneous oral or writte,n agreements between the
Parties concerning the subject matter hEreof.
IN WTINESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company
..::::
By
Dated
Lisa A Grow :,, ;.
Sr. Vice President, Power Srryrply '
;t ;'.t;t.',1,..1.-.t:-::,:..a.
Dated iii "r'll::r;::
J
. .,:"' 'ai1*oPoweFif, i.it;i: '',,,,,, ,
:,
"Seller"
33
Dreft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes OnIy
APPENDXA
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho PowerCompany
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings
measuring the Facility's total energy production and Station
maximum generated energy (kW) as recorded on the metering
the
ifiired
document to
The meter readings
I be a check ofthe
in item A-2 below:
to Idali
enable ldaho Power to begin the energy payment
on this report may not be used to calculate the
automated meter reading information that wi
34
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
Idaho Power Comprtry
Cogeneretion and Small Power Production
MONTHLY POWER PRODUCTION AIID SWITCIING REPORT
Month Yeer
Facility
0utout
Project Name
Address
City
*
1
2
3
4
I
6
7
Meter Number:
End of Month kIVh Meter Reading:
Beginning of Month kWh Meter:
Dffierence:
Times Metcr Constrnt:
kWh for the Month:
Mctered
Brerker
Lack of Adequate Prime
Forced Outrge of Facillty
Dishrrbence ofIPCo
Scheduld Mrhtcnrnce
Tecting of Protection Syrtems
Caure Unknown
Other@rplein)
Brceker Closing Record
Date Time Meter
I hereby certify thet the ebove meter reedingl arr
true and correct es of Midnight on the hrt dry of the
above month and that the rwitc.hing record ir eccuntc
and complete ar required by thc Energr Salec
Agrcemert to which I am i Puty.
Signrture
35
Draft Agreement for Discussion Purposes Only
Date
PmJec{ Number:
Dreft furcement for Dfucumhn Purporcr Onty
A.2 AUTOMATBDMETERREADING COLLECIIIONPR@ESS
Monthln ldalro Powcr will usc the provided Mercring and Tclcmctry equipmcnt and proccsscs to collect
the metr r€ading information from thc Idaho Power providcd Mctering Fquipmcnt that measrcs thc Nct
Encrry and cncrgr delivencd to nrpply Station Use for thc Frility rcordcd at 12:00 AM (Midnight) of
the last day of the rnontt"
The metct information collected will includc but notbo limitod to StationUse, thc
maximum gcncratod powcr (kW) and any othcr rcquired cncrgr
this AgrecracnL
A-3 SELLERCONTACTINFORMATION
Scllcr's Contact Information
Proiect Manas€mcut
Namc:
TelephoneNumben
Cell Phone:
BMail:
admirister
36
Drrft Agreomcnt for Ilkcumlon Purporcr Only
Telcphonc Nunber:
Cell Phonc:
Draft Agreement for Discussion Purposes Only
APPENDXB
FACILITY AND POINT OF DELIVERY
Project Name:
Project Numben
B-I DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and Y,
all Generation Units ta be included in the Facility.)
Nameplate:
Yar Capability (Both leading and
LOCATION OFFACILITY
Near:
imal Degrees
Decimal Degrees
State:
Description of Location:
B-3 SCHEDULED FTRST ENERGY AND OPERATION DATE
Lagging is
as the Scheduled First Energy Date.
as the Scheduled Oper;ation Date.
Seller has selected
Seller has selected
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
37
Draft Agreement for Discussion Purposes Only
nearest physical
B-4
Draft Agreement for Discussion Purposes Only
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be _ MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
B-5 POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by
Seller's Facility energy is delivered to the Idaho Power The GIA will determine
B-6
the specific Point ofDelivery for this Facility.of Delivery by the GIA will
become an integral part ofthis Agreement.
LOSSES
If the Idaho Power Metering eqripment is capable the exact energy deliveries by the
Seller to the ldaho Powsr electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Fower Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the klaho 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 P-ower Point of Delivery. This loss calculation will be initially set at 2% of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) ofall ofthe electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
38
Draft Agreement for Discussion Purposes Only
B-7
Draft Agreement for Discussion Purposes Only
equipment between the Facility and the Idaho Power elecffical systerq Idaho Power may adjust
the calculation and rehoactively adjust the previous month's kWh loss calculations.
NETWORK RESOTJRCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the stafus of being an Idaho Power designated network resource C'DNR'). Federal Energy
Regulatory Commission C'FERC') rules require Idaho Powcr to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to ths Seller's Fadlity" Idaho Power's
ability to file the DNR application in a timely manner is contilgrnt upon timely receipt of the
required information from the Seller. Prior to Idaho Power begrnning the,process to enable ldaho
Power to submit a request for DNR the Sellcr shall have l) filed a
Generation Interconnection applicatioru 2)required by Idaho Power to
complete the application, and 3 ot at a minimurn, provided
Idaho Power with complete this Agreement in a timely
manner.accurate informetion in a timely manner
Powerts and cost to sttrln the DNR derignafion for
shall beer the coats of any of these delays that ore a result
Seller.
39
Draft Agreement for Discussion Purposes Only
Facility and the
Draft Agreement for Discussion Purposes Only
APPENDXC
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigred
hereinafter collectively referred to as "Engineer
as follows:
l. That Engineer is a Licensed Professional Engineer in
2. That Engineer has reviewed the Energy
"Agreement," between Idaho Power as
himself/herself and
to the Seller
the State ofldaho.
to as the
datedSeller,
is the subject ofthe Agreement
Facility No.and is
as the Project, is located in
Boise Meridiaq _ County, Idaho.
5. That Agreement provides for the Project to fumish electrical energy
to Idaho Power for period.
6. That Engineer experience in the design, construction and operation of electric
power plants ofthe same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer ofthis Project.
8. That Engineer has reviewedand/or supervised the review ofthe Policy for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
Draft Agreement for Discussion Purposes Only
3. That the cogeneration or small
Ilnft Agrrement for llLcuulon Purporcr Only
producing at or ncar the design elecEical output efficicncy and plant factor forthe ftll C.oaact Tcrm of
_y€ars.
9. That Fngineer recognizes that Idaho Powcr, in accordance with paragraph 52 ofthe Agreement,
is rclying on Engineeds represe,ntations and opinions contained in this Statemert.
10. That Eagioe€r certifies that the above statcmeirts arc courpletc, tnre and accuratc to the best of
his/hcrknowledge and thcrefore scts his/h€r hand and scal below
(P.8. Stamp)
4t
Draft Agrccmcnt for Dbcurdon Purporm Only
Draft Agreement for Discusrlon Purposer Only
APPENDXC
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned
and hereinaff er collectively
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good in the State
2. That Engineer has reviewed the Enerry Sales Agreement
"Agreement," between Idaho Power as Buyer,
3. That the cogeneration or small
and this Statement is identified as
f of himselflherself
" hereby states and
to as the
as Seller, dated
the subject of the Agreement
No. _ and hereinafter
the Project, is located in4. That
Section
5.Agreement provides for the Project to furnish electrical energy
to Idaho Power
ial experiance in the design, constuction and operation of electric
power plants ofthe as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
42
Draft Agreement for Discuseion Purpooer Only
Draft Agreement for Discussion Purpoees Only
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Prcject's
appeaftmce and the information provided by the Project that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that ifadherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency for the remaining
_ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in
is relying on Engineer's representations and opinions contained in
10. That Engineercertifiesthatthe above statements are to the best of
hiVher knowledge and therefore sets hiyher hand and
(P.8. Stamp)
43
Draft Agreement for Discussion Purporec Only
Draft Agreement for Discussion Purposes Only
APPENDXC
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigred on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement", between Idaho Power as Buyer, and as Selleq dated
power production project, which is the subject of the
Idaho Power Company Facility No
known as the Project, is located in
Boise Meridian, _ County, Idaho.
that the Agreement provides for the Project to fumish elecffical
energy to Idaho Powi
6. That
year period.
has substantial experience in the design, construction and operation of
electric power plants of the same type as this Pdect.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis ofthe plans and specifications independently.
44
Draft Agreement for Discussion Purposes Only
3. That the cogeneration or small
Agreement and this Statement, is idefltified as
and is hereinafter,GiltdDi
Project, which is
Draft Agreement for Discussion Purposes Only
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipmant, prime mover conveyance systerq Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Elecfical Practices as that term is described in the
Agreement.
10.That the design and construction of the Prcject i
operation and maintenance practices by Seller, the Project is
terms of the Agreement and with Prudent Electrical Practices for a
ll.That Engineer recognizes that Idaho Power, in 5.2 of the
Agreeinent, in interconnecting the Project with its
opinions contained in this Statement.
representations and
12.That Engineer certifies that tnre and accurate to the
best ofhiJher knowledge and
(P.E. Stamp)
Date
45
Draft Agreement for Discusrion Purposes Only
By
Draft Agreement for Discussion Purposes Only
APPENDXD
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter ofCredit as those terms are defined below or
other forms ofliquid financial security that would provide to Idaho Power
to satisry the Security Deposit requirement and any
Agreement.
within this
For the purpose of this Appendix D, the term "Credit
financial creditworthiness of the entity to the term of
the obligation in the reasonable judgment llgl that any guarantee and/or
Letter ofCredit issued by any other entity with a term investment grade credit
rating by Standard & Poor's Corporation or
have acceptable financial qeditworthincss.
Services, Inc. shall be deemed to
l. Cash - Seller shatl deposit cash in the amount of the required Security Deposit with Idaho
Power, Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - SellEr shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
Draft Agreement for Discussion Purpores Only
Draft Agreement for Diccusglon Purporer Only
Guarantee or Letter ofCredit Security- Seller shall post and maintain in an amount equal to
the Security Deposil (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to tdaho Power at its discretio& or (b) an inevocable Letter ofCredit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee{s) or LEtter(s) of Credit..=,cc:rr* iili - .-f .'
,.;Ls':;- ];:*':fl." -kHfu,s' #: *,i!*,.i,.- - '|+ "qs::';t:',:sii'= r$' i'iiii, :l-L:i$*: s ,'iii;:,1;,,,, , ,, :'l.'.-Si '" ii .ii:i;:':J:"...'af :.. .11. .:
47
Draft Agreement for Dircussion Purporer OnIy
E-l
Draft Agreement for Discussion Purposes Only
APPENDXE
SOLAR FACILITY ENERGY PRICES
(Prices based upon the energy shape and capacity specified in Appe,ndix G)
Base Energy Purchase Prices - For all Base Energy received during Heavy Load Hours Idaho
Power shall pay the Base Enerry Heavy Load Purchase Price specified below and for all Base
Energy received during Light Load Hours Idaho Power
Purchase Price specified below. All of these prices
paragraph 7.4.
Base Energy Heavy Load
Purchase Price
(Millvkwh)
Light Load
Month/Year
Jan-15
Feb-15
Mar-I5
Apr-15
May-15
Jun-15
Jul-
Feb-l
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-I6
Oct-16
Nov-16
Dec-16
lan-17
Feb-17
s49.57
$50.21
947.99
s31.95
s42.66
$39.14
ss3.27
$52.05
$49.79
$49.64
$50.08
$r',g.ffi
$52.63
s52-92
$49.09
$46.67
$46.33
s41.57
$58.00
s59.68
$54.29
$56.15
$56.49
s58.99
$56.07
ss4.72
3.44
$53.72
$51.26
s48.06
$50.s7
$51.01
$63.69
$64.29
$58.09
s56.37
$57.30
s58.22
$56.82
$55.87
48
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-I7
Oct-17
Nov-I7
Dec-17
Jan-18
Feb-18
Mar-I8
Apr-I8
May-l8
Jun-18
Jul-18
Aug-I8
Sep-I8
Oct-18
Nov-I8
Dec-I8
Jan-19
Feb-I9
Mar-I9
Apr-19
Maynl9
Jun-19
Jul-19
Attg-l9
$sts
@-19
Nov-19
Dec-19
lart-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep20
Oct-20
Nov-20
$53.87
$,49.24
$54.14
$54.12
$66.78
s67.81
s61.98
s60.08
s60.67
$60.61
s59.66
$59.22
s52.36
s50.36
s54.95
s53.66
s66.40
$70.83
$65.37
$61.93
$62.s0
s61.93
$61.34
$61.02
t49:23
$48.41
$53.55
$r{.61
867.97
$?1.60
$66.42
s63.33
$63.59
$63.27
$64.04
ss7.97
$47.83
s47.29
$51.28
$55.01
$69.59
$73.36
$64.60
s64.50
s64.79
$52.88
$44.13
$51.65
$4s.51
$60.83
$62.96
$s7.21
$58.75
$59.43
v9.79
f66.78
srs.zs
$62,65
$61.79
$6r.89
$61.89
$56.97
$57.58
$48.70
$48.23
$46.98
s48.40
$64.79
s66.08
$64.51
s63.27
$63.25
$63.27
$62.48
$56.20
$48.60
$47.08
$46.26
s48.47
s66.22
$66.85
$59.70
s64.51
$64.51
49
Draft Agreement for Discussion Purposes Only
50:
$50.2
$50.27
Draft Agreement for Discussion Purpoces Only
Dec-20
Jall,-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Ian-22
Feb-22
Mar-22
Apr-22
May-22
lur-22
ht-22
Aug-22
Sq-22
Oct-22
Nov-22
$64.55
$66.0s
$62.27
$53.63
t49.64
$55.36
s58.28
s72.29
s76.44
s67.98
$66.28
s66.67
$66.49
$68.45
s68.99
s61.09
s54.15
$57.80
$62.00
s74.95
s80.55
$64.51
$6s.57
$55.39
$51.57
M9.63
$49.63
$50.95
$68.27
$68.41
5
.04
Dec-22
Sep23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
lul-24
Aug-24
s72.94
$69.07
s69.72
s69.72
s69.72
$68.48
$69.09
$63.3 r
$56.25
$58.06
s57.36
s76.94
$78.37
s72.67
$73.12
$72.82
$73.22
s74.22
s71.03
$63.94
$54.32
$54.45
$59.22
$80.46
s77.98
I
$78.4r
s73.3 r
$73.38
s74.31
$75.31
s74.63
s65.85
$55.,14
$60.09
$63. I 8
$84.23
$94.29
50
Draft Agreement for Discusrion Purposes Only
',6
$66.89
$66.85
$74.10
s6tL8
$
s71.2
l.9l
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep25
Oct-25
Nov-25
Dec-25
Jar-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
hi-26
Aug-26
Draft Agreement for Discussion Purposes Only
s79.82
s76.13
s76.64
s77.09
s78.47
977.33
s70.59
$56.45
$66.13
s68.81
s91.55
$96.40
$82.98
s78.78
s80.28
s82.42
$81.96
$81.69
$66.38
957.67
s72.19
$77.81
$75.99
$75.59
s75.99
s78.67
$73.84
$67.80
$54.63
$63.00
ll
$70.89
$67.95
$83.71
$85.95
$84.05
$81.95
s82.09
$84.16
$82.81
$81.89
$73.95
$61.29
$67.58
s74.42
s87.62
s87.82
$87.05
s84.53
$84.80
$87.23
$84.01
$84.85
s7l.5l
s67.4
$76.57
Sep26
Jrn-27
hi-27
Aug-27
Sep-27
od-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
.62
I
$76.00
$98.60
st02.97
$90.29
s84.74
s85.23
$93.77
$87.76
$88.01
s7t.32
s66.84
$77.r3
5l
Dreft Agreement for Dlscussion Purposes Only
7
$78.6
$78.67
$71.9r
$945
s
$82.0
Drrft Agrecmcnt for Dlrcuulon Purporer OnIy
Jun-28
Jul-28
Aug-28
Sep28
Oct-28
Nov-28
Dec-28
Jan-29
F€b-29
Mar.29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
S€p-29
Oct-29
Nov-29
Dcc-29
Jan-30
Fd!.30
Ma-30
Apr-30
lvlay-30
Jun-30
$78.59
$103.95
$r06.91
$93.,14
$88.29
$88.78
$r03.16
$90.73
$90.74
$78.15
$64.96
$79.23
$79.30
$l14.55
$117.31
t97.91
$9r.40
$92.53
s103.24
s94.31
$93.70
$93.49
$7s.12
$93.48
$87.15
sl40.0l
$130.12
sr09.04
$r 13.26
$l15.32
$125.83
$112.73
sl r0.52
$75.59
$91.%
$90.53
$91.10
$87.94
$88.21
s92.sl
$85.59
$88.65
Mar-3
Apr-31
May-31
Jun-31
Jnl-31
Aug-31
Sep3l
@-31
Nov-31
D€c-31
J*32
F€b-32
$90.45
$75.83
$61.47
$62.91
$81.t9
sl09.l8
$97.63
$97.89
$94.59
$94.63
$98.57
$102.49
$96.08
s89.74
ffi7.s2
$8426
$85.37
$122.76
$102.51
$105.53
$101.26
$lll.99
$118.89
$107.28
s97A7
52
Dreft Agrccment for Dlrcudon Purpou Onfy
$l0l
Draft Agreement for Discussion Purposes Only
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
$101.86
$86.07
$95.38
$91.03
$152.03
$137.07
$t12.76
sl20.l9
$124.3s
sl27.l8
$l 15.55
stt3.27
s104.35
$88.09
s97.68
$93.20
s156.03
$140.62
$l15.58
$r23.23
st27.s2
$92.57
s79.97
$92.88
$88.46
$128.83
$r08.19
$r09.94
$109.13
s122.68
1.84
$125.80
s127.03
$l12.61
$102.21
$97.01
$83.64
$97.34
s92.65
$135.48
$r 13.58
$l15.43
$114.58
s128.95
$130.22
53
Draft Agreement for Discussion Purposes Only
9rl:
$8 t .81
$130.4
$l ll.3
$
130.72
st33.72
Draft Agreement for Discussion Purposes Only
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l. All insurance required by this Agreement shall be
A.M. Best Company rating of A- or better.
2.Ifthe insurance coverage required in this Appendix i y changed or lapses
for any reason, the Seller will immediately This notice will
advise Idaho Power ofthe specific
steps being taken to comply with
change or lapse and the
Failure to provide this
3.
notice and to comply with these Insurance Rftlts within 5 days of the cancellatioq
material change or lapse will constitute a Material Breach and Idaho Power may teminate
this Agreement.
Prior to the First Energy date and subsequently within l0 days ofthe annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional hsured Endorsernent and
Waiver of Subrogation Endorsement.
The Certificatc of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
54
Draft Agreement for Discussion Purposes Only
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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTAGHMENT 6
Walker. Donovan
From:
Sent:
To:
Cc:
Subject:
Peter Richardson [[e-mail]]
Monday, May 12,20141:38 PM
Walker, Donovan; Darrington, Michael
Allphin, Randy; Greg Adams
RE: Black Sands Solar - DRAFT Energy Sales Agreement
Thanks, Donovan for the offer to meet, but we have all the information we need. -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
From : Wa lker, Donova n I ma ilto : DWal [e-mail]]
Sent: Monday, May 12, 2014 9:09 AM
To: Peter Richardson; Darrington, Michael
Cc: Allphin, Randy; Greg Adams
Subject: RE: Black Sands Solar - DMFT Energy Sales Agreement
Peter,
The paragraphT.4 that you are asking about contains a pricing adjustment applicable to the projects adjustment of its
estimated/expected generation. As you know, the generation profile submitted by the project is the basis for which the
energy prices for the term of the contract are established. lf a project's generation deviated from its own estimated
generation, then the 9Ol1-l} provisions apply to keep customers whole. However, if the project modifies the estimated
generation to no longer correspond to the generation profile which the prices are based upon, then the pricing
adjustment from7.4 would apply to keep customers whole. lf the project has submitted an accurate generation profile,
and reasonably performs around that profile, and does not later change that profile, there is no adjustment. This is
meant to prevent projects from gaming the methodology with generation profiles that the project cannot later meet.
lf you wish to schedule a meeting, and go through an example, I am happy to schedule a time to do so.
Donovan E. Walker
LEAD COUNSEL
ldaho Power I Legal
208-388-5317
From : Peter Richa rdson [mailto : peter@ richardsonadams.com]
Sent: Saturday, May 10, 2014 4:30 PM
To: Peter Richardson; Walker, Donovan; Darrington, Michael
Cc: Allphin, Randy; Greg Adams
Subject: RE: Black Sands Solar - DMFT Energy Sales Agreement
Never mind, Donovan. We figured out what we needed to know and have no further questions. -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
From: Peter Richardson
Sent: Thursday, May 08, 2014 11:34 AM
To:'Walker, Donovan'; Darrington, Michael
Cc: Allphin, Randy; Greg Adams
Subject: RE: Black Sands Solar - DMFT Energy Sales Agreement
Donovan, we would like a response before next week. Can't you locate someone who knows what it means other than
Randy. Thanks in advance for your help. -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
From : Wa lker, Donova n [mai lto : DWa [e-mail]]
Sent: Thursday, May 08, 2014 10:14 AM
To: Peter Richardson; Darrington, Michael
Cc: Allphin, Randy; Greg Adams
Subject: RE: Black Sands Solar - DMFT Energy Sales Agreement
Peter,
Randy Allphin is out of town this week, and I need to talk to him about this paragraph before we respond to your
question and provide an example. He will be back on Monday, and we will send you a response on Monday or Tuesday.
Thanks,
Donovan E. Walker
LEAD COUNSEL
ldaho Power I Legal
208-388-5317
From : Peter Richardson [ma i lto : peter@ richa rdsonadams.com]
Sent: Wednesday, May 07, 2014 5:03 PM
To: Darrington, Michael
Cc: Walker, Donovan; Allphin, Randy; Greg Adams
Subject: FW: Black Sands Solar - DRAFT Energy Sales Agreement
Michael, have you had a chance to look at the section on pricing changes during the term of the PPA in Section 7.4? My
clients are asking about it and I frankly don't think I understand how it is supposed to work and what it is supposed to
accomplish. Thanks for your help. -Peter
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
From: Peter Richardson
Sent: Tuesday, May 06, 2014 5:31 PM
To:'Darrington, Michael'
Cc: Walker, Donovan; Allphin, Randy
Subject: RE: Black Sands Solar - DRAFT Energy Sales Agreement
Thank you Michael: We may have other questions, but right off, could you explain how the pricing adjustment in
Section 7.4 would operate? Maybe give a example or two so I can understand it. Also what is it designed to do?
Thanks, -Pete
Peter Richardson
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peter@richardsonadams. com
From: Darrington, Michael [mailto:[e-mail]]
Sent: Tuesday, May 06, 20L4 4:24 PM
To: Peter Richardson
Cc: Walker, Donovan; Allphin, Randy
Subject: Black Sands Solar - DMFT Energy Sales Agreement
Mr. Richardson,
Please find attached a DRAFT Energy Sales Agreement (ESA) for your proposed Black Sands 20 MW solar project.
The draft document contained with this email is for discussion purposes only. No contractual obligation of any kind shall
exist between the parties until such time as both parties have executed an Energy Sales Agreement and the executed
ESA has been approved by the ldaho Public Utilities Commission (IPUC). ln addition, the proposed energy prices
contained within this document have been calculated using the incremental integrated resource plan (lRP) avoided cost
methodology in accordance with ldaho Public Utilities Commission (IPUC) Order No. 32597 and are for discussion
purposes only. At any time prior to both parties executing an ESA, ldaho Power shall modify any draft ESA and energy
pricing provided to reflect current contracting standards and according to current regulatory requirements.
This draft agreement and pricing are the starting point for ESA negotiations. Along with the ESA there are other
important processes that must be undertaken before a proposed project can begin delivering energy to ldaho Power.
These other processes include Generator lnterconnection and a Transmission Service Request.
Please feel free to contact me with any questions or if you would like to further discuss the draft ESA.
Thank you,
Michael Darrington
SR ENERGY CONTRACTS COORDINATOR
ldaho Power I Power Supply
Work 208-388-5946
Email [e-mail]
in hs atiray, whahr i! clctrcDic or hrd copy fomat. Thak you.
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 7
,i
:l]rr^\/ 1 rr 1lii,l
,i
!
ALTERNATIVE POWER DEVELOPM ENT
RobertA. Paul
515 N. 27th Street
Boise, ldaho 83702
Roberta paulS@gma il.com
[phone]
May LL,ZOL4
Michael Darrington
SR Energy Contracts Coordinator
ldaho Powe r / Power Supply
1221West ldaho Street
Boise, ldaho 83702
HAND DELIVERY
Re:Grand View PV Solar Two, LLC
Dear Mr. Darrington:
Last week you provided, what you termed, a draft Energy Sales Agreement (ESA) to Black Sands Solar.
By way of clarification, Black Sands Solar is an authorized assumed business name of Grand View PV
Solar Five A, LLC. ln turn, Grand View PV Solar Five A, LLC (herein GV5A) is wholly owned by Alternative
Power Development Northwest, LLC (APD)of which I am the managing member. APD is also the owner
of Grand View PV Solar Two, LLC (GV2).
Attached hereto you will find three 'originals' of the identical ESA you provided to Black Sands Solar
containing the same rates, terms and conditions. These originals are fully and duly executed by me in
my capacity as managing member of GV2. Three are provided for your convenience; one may be
retained for your files, one may be lodged with the Commission and the final original should be returned
to me for our files. The ESA executed by GV2 includes all of the specific information requested of the
project for ldaho Power to begin accepting deliveries.
While your transmittal email suggested that no contractual obligation of any kind can be created before
the ESA is signed by both parties and is approved by the ldaho PUC, this is contrary to the law regarding
Qualified Facilities under the Public Utilities Regulatory Policies Act (PURPA). By executing and
tendering the attached ESA, GV2 has unequivocally committed GV2 to a legally enforceable obligation to
sell the output of its generation to ldaho Power over the life of the ESA.
GV2 is ready, willing and able to supply power to ldaho Power and has demonstrated the feasibility of
doing so by completing ldaho Power's feasibility study process as well as the system impact study
process and the facility study process. GV2 has completed all of the permitting and site evaluation work
to begin supplying power and has no outstanding issue preventing it from moving forward post haste.
GV2's obligations under the attached ESA would NOT be contingent upon any outside event or
approvals.
To reiterate, GV2 is hereby making a binding and unconditional offer to sell its output to ldaho Power.
This comprehensive offer comports with all of the ldaho PUC's rulings on the creation of a legally
enforceable obligation on ldaho Power's part to purchase, and a legally enforceable obligation on the
part of GV2 to sell, all of its output for the life of the ESA.
As you know, the ldaho PUC has just recently recognized in a settlement of a lawsuit against it by the
Federal Energy Regulatory Commission that the legally enforceable obligation relationship between
ldaho Power and GV2 is a valid and common vehicle for QFs to use to compel utilities to purchase the
output of their projects.
We are looking fonrard a long and mutually beneficial relationship with ldaho Power.
Grand View PV Solar Two, LLC
Robett A. Plul
Article
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ENERGY SALES AGREEMENT
BETWEEN
TDAHO POWER COMPANY
AND
GRAND VIEW PV SOLAR TWO, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Enerry
Purchase Price and Method of Payment
Environmental Athibutes
Facility and lnterconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
lndemnifi cation and lnsurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Solar Facility Enerry Prices
Insurance Requirements
Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Grand View PV Solar Two. LLC
Project Number:
THIS ENERGY SALES AGREEMENT ("AGREEMENT"'), entered into on this l lth day of
May 2014 between Grand View PV Solar Two, LLC (Seller), and IDAHO POWER COMPANY, an
Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or
individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construcl own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualiffing Facility.
TIIEREFORE, 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 "Adjusted Estimated Net E " - the Estimated Net Enerry Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
"Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
1
Grand View PV Solar Two, LLC
1.2
1.3
1.4
1.5
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to [daho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base_Engfg" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.39.
"eommisgion" - The tdaho 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.
"Dglgy_Cure Period" - 120 days immediately following the Scheduled Operation Date.
"DelAy !am4ggg" - ((Current month's Estimated Net Enerry Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month's Delay Price.
"Dglay Jeriod" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by tdaho Power.
"Delay Price" - The curent month's Mid-Columbia Market Energy Cost minus the current
month's Base Enerry Light Load Purchase Price as specified in Appendix E ofthis Agreement.
lf this.calculation results in a value less than 0, the result of this calculation will be 0.
"Designated Dispatch Facility" - ldaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"E:E@iE_Date" - The date stated in the opening paragraph of this Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
2
Grand View PV Solar Two, LLC
1.6
1.7
1.8
r.9
l.l0
t.l I
l.l2 "Environmental AttribuEs" - means any and all credits, benefrts, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfru oxides (SOx), nifogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by frapping heat in the afrnosphere;' 131
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 andany present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
progftm. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of enerry. Environmental Athibutes do not include (i)
any enerry, capaclty, reliability or other power atfributes from the Facility, (ii) production tax
credis associated with the construction or operation of the Facility and other financiai incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the invesnnent tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
' Auoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
3
Grand View PV Solar Two, LLC
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
1.13 "Eacility" - That elechic generation facility described in Appendix B of this Agreement.
I . l4 "First Energy Date" - The day commencing at 00:0 I hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Enerry
Date.
1 . I 5 *Eqrced.-@tagg" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Enerry to the Point of Delivery, or b) tdaho Power's ability to acceptNet 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) responding to a tansmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.16 "Generation Interconned '- The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l7 "Generation [Jnif'- a complete solar pv electrical generation system within the Facility that is
able to generate and deliver enerry to the Point of Delivery independent of other Generation
Unis within the same Facility.
I .18 "tleg15lloadJflours" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
1.19 "Hourly Enerry Estimates" - the hourly enerry estimates provided by the Seller and included in
Appendix G ofthis Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
4
Grand View PV Solar Two, LLC
1.23
t.20
1.21
1.22
"Interconnection Facilities' - All equipment specified in the GLA.
"Llght Load-&ulq" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
'olosses" - The loss of electrical enerry expressed in kilowatt hours (kWh) occuning as a result
of the nansformation and transmission of energy between the point where the Facility's enerry is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B ofthis Agreement.
"Market Enerry Reference Pdd'- Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
'oMaterial Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capacity Amount" - The maximum capacrty (MW) of the Facility will be as
specified in Appendix B of this Agreement.
"Mid- Columbia Market En ' - 82.40 of the monthly arithmetic average of the
Intercontinental Exchange (*ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Enerry Cost : .824 * ((ICE Mid-C Peak Avg * Heavy
Load Hours for each day of the month) + (ICE Mid-C Off-Peak Avg * Light
Load Hours for each day of the month)) / total hours in the month)
If the ICE Mid-Columbia lndex reporting is discontinued by the reporting agency, both Parties
will mutually Lgree upon a replacement index, which is similar to the ICE Mid-Columbia lndex.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
"Monthly Estimated Gene " - the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kWh.
"Monthly Nameplate Ener8n" - Nameplate Capacity multiplied by the hours in the applicable
month.
5
Grand View PV Solar Two, LLC
r.24
1.25
t.26
t.27
1.28
1.29 "Mlqgplate_erpAgiry" -The full-load elecffical 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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.30 "Net Enerry' - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idatro Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Enerry to
Idaho Power at the Point of Delivery for the full term of the Agreement.
1.31 "Estimated Net Energv Am '- (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) times 100. tf this
calculation results in a value greater than 100%, the result of this calculation will be l00o/o.
"Operation-&" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.33 "Point_of-Delivq" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.34 "Pricing Adjustment Percentage" - Estimated Net Energy Amount Adjustment Percentage plus
2Yo. If this calculation results in a value greater ttran 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90Yo,the result of this calculation will be
90o/o.
L35 "Prudent Electrical Pradicd'- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate elecfiic equipment lawfully,
safely, dependably, effi ciently and economically.
6
Grand View PV Solar Two, LLC
1.36 "Renewable Energy Certi " or'.REC" means a certificate, credit, allowance, green tag, or
other fransferable indici4 howsoever entitled, indicating generation of renewable enerry by the
Facility, and includes all Environmental Athibutes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Enerry.
1.37 "Scheduled Operatio '- The date specified in Appendix B when Seller anticipates
achieving the Operation Date. [t is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.38 "Schedulel2" - Idaho Power's TariffNo l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.39 "Sggurity De@" - $45 per kW Nameplate Capacrty of the entire Facility.
1.40 "Station Use" - Electic enerry that is used to operate equipment that is auxiliary or otherwise
related to the production of electricrff by the Facility.
l.4l "Surplus Enerry" - Is (1) Net Enerry produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly Estimated Net
Enerry Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Enerry
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month is less than90Yo of the monthly Estimated Net Energy Amount for the correspon<iing
month specified in paragraph 6.2,then all Net Enerry delivered by the Facility to the [daho
Power electrical system for that given month, or (3) all Net Enerry produced by the Seller's
Facility and delivered by the Facility to the ldaho Power electrical system prior to the Operation
Date, or (a) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
1.42 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
7
Grand View PV Solar Two, LLC
2.2
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investieation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of [daho Power in connection with the transactions
contemplated by this Agreement.
Seller lndependent 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 ITI: WARRANTIES
No Warranlv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and 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, capaclty, adequacy or economic feasibility.
Ouali&ing Facilitv Status - Seller warrants that the Facility is a "Qualifring Facility," as that term
is used and defined in 18 CFR 292.20I et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifting Facility status during the term of
this Agreement and Seller's failure to maintain Qualifying Facility status will be a Material
Breach of this Agreement. ldaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
8
Grand View PV Solar Two, LLC
3.2
3.3
3.4
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
ldaho Power reserves the right to review the Facility's Solar Project status and associated support
and compliance documents at anytime during the term of this Agreement.
Hourly Energ.v Estimates - Seller warrants that the Hourly Energy Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
enerry production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Enerry Estimates will be
a Material Breach of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Enerry Date and as a condition of ldaho Power's acceptance of deliveries of
enerry from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to ldaho Power that all licenses, permits, determinations 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.292.201 et seq. as a certified Qualifring Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits, determinations 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 ofthe date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
9
Grand View PV Solar Two, LLC
4.1
4.1.4
4.1.5
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Poweros acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
Commission Approval - Confirm with Idaho Powerthat Commission approvalofthis
Agreement in a form acceptable to Idaho Power has been received.
Nameplate Capacity - Submit to ldaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacrty rating. Upon receipt of this data, [daho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equifment of the designated Generation
Uni(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 lnsurance - Submit written proof to ldaho Power of all insurance required in futicle XIII.
4.1.7 Interconnection - Provide written confirmation from ldaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.8 Network Resource DesiCnation - Confirm that the Seller's Facility has been designated
as an ldaho Power network resource capable of delivering enerry up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an ldaho Power Designated Network Resource
(DNR) prior to Idaho Power accepting any energy from this Facility. Appendix
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Grand View PV Solar Two, LLC
B item 7 provides information on the initial application process required to
enable ldaho Power to determine if network transmission capacrty is available for
this Facility's Maximum Capacrty Amount and/or if Idaho Power fransmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GIA for this Facility.
4.1.8.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating
this resource as an ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Enerry Date. Therefore, ldaho
Power will begin this process 30 days prior to the Scheduled First Enerry Date
specified in Appendix B of this Agreement and only after ldaho Power has
received confirmation that the GIA requirements have been completed. [f the
Seller estimates that the actual First Enerry is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreemenl the
Seller must notify ldaho Power of this revised date no later than 30 days prior to
Scheduled First Enerry Date. Under no circumstances will the project be able to
deliver any energy to Idaho Power until such time as ldaho Power has designated
this Facility as an Idaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from lciaho Power that aii
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 ldaho Power.
ARTICLE V: TERM AND OPERATTON DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of trventy (20)
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Grand View PV Solar Two, LLC
5.2
yearc (not to exceed 20 years) Contract Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75Yo of the Generation Units planned for this Facility have
achieved their First Enerry Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
enerry in a consistent, reliable and safe manner.
c) 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.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from ldaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GLA) that are not caused by ldaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and Idaho Power may
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Grand View PV Solar Two, LLC
5.3
5.4
5.5
5.6
5.7
5.8
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due ldaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damages billing and payment - tdaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and ldaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XXI, the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by Idaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and ldaho Power may terminate this
Agreement.
5.8.1 ldaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
ldaho Power.
ARTICLE VI: PURCITASE AND SALE OF NET ENERGY
Net Enerry Purchase and Delivery - Except when either Party's performance is excused as
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Grand View PV Solar Two, LLC
6.1
6.2
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Enerry Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
1,314,296
2,003,141
3,186,438
3,861,919
4,568,573
4,959,265
5,1 13,854
4,727,683
3,go1,og7
2,979,952
1,36r,029
r.068.772
38,844,772
6.2.2 Seller's Adjustment of Estimated Net Enerry Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Energy Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Enerry Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
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Grand View PV Solar Two, LLC
August
September
October
October and any future months
November and any future months
December and any future months
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by elechonic notice provided and verified via retum electronic verification of
receipt to the electronic notices address specified in paragraph 25. l.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Enerry Amounts.
6.2.3 Idaho Power Adjustment of Estimated Net Enerry Amount - If tdaho Power is excused
from accepting the Seller's Net Enerry as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Enerry Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Enerry Deliveries is accepted by ldaho Power, the
Estimated Net Enerry Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA = Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU : a.) If Idaho Power is excused from accepting the Seller's Net
Enerry as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
ldaho Power multiplied by the TGU as defined below.
b.) tf the Seller declares a Suspension of Enerry Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Enerry
Deliveries.
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Grand View PV Solar Two, LLC
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Delr Actual hours the Facility's Net Enerry deliveries were eitherr\ur' reduced or suspended under paragaph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
fl';jf|i"fi:NEA (f *ry,xNEA)"(H ))
Amount
This Adjusted Estimated Net Enerry Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Enerry.
6.3 Failure to Deliver Minimum Estimated Net EnerCy Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Enerry in any Contract Year in an amount equal to
at least ten percent (l0o/o) of the sum of the Monthly Estimated Generation shall constitute an
event of default.
ARTICLE VII: P{JRCFIASE PRICE AND METHOD OF PAYMENT
7.1 Base Enerry Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly Base Enerry Heavy Load Purchase Price as specified in
Appendix E.
7.2 Base Enerry Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly Base Enerry Light Load Purchase Price as specified in
Appendix E.
7.3 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price for that
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Grand View PV Solar Two, LLC
7.4
month, whichever is lower.
Price Adjustment - Upon acceptance of a Seller Adjustnent of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the hicing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing Adjustment Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Enerry that exceeds the Monthly Nameplate Enerry to ldaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Energy and Surplus Enerry payments, less any payments
due to Idaho Power will be disbursed to the Seller within ilrirly (30) days of the date which ldaho
Power receives and accepts the documentation of the monthly Base Enerry and Surplus Enerry
actually delivered to ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission .This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enerey. Inc., 107 lciaho
781,693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I122,695 P.2d I 261 (1985), Afton Enerry. Inc. v. Idaho Power Company, I I I Idaho 925,
729 P.Zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 ldaho Power will be granted ownership of 50% of all of the EnvironmentalAttributes associated
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Grand View PV Solar Two, LLC
7.5
7.6
7.7
8.2
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental
Attributes associated with the Facility. Title of 50% Environmental Attributes shall pass to ldaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Energy to
Idaho Power occurs. Idaho Power's title to 50Yo of the Environmental Attributes shall expire at
the end of the term of this agreement, unless the parties agree to extend in future agreements. [f
after the Effective Date any additional Environmental Attributes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50Yo of these additional
Environmental Attributes or environmental values that are associated with the Net Energy
delivered by the Seller to ldaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations ofthe Facility do notjeopardize the current or future
Environmental Atfribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energr Date, the Parties shall mutually
cooperate to enable ldaho Power's Environmental Attributes from this Facility to be
placed into Idaho Power's Western Renewable Energy Generation lnformation System
(*WREGIS") account or any other Environment Attribute accounting and tracking
system selected by the ldaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50% of the Environmental
Attributes to Idaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and tracking system initially selected by ldaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
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Grand View PV Solar Two, LLC
o1
identifu an appropriate alternative Environmental Attribute accounting and tracking
process and enable the Environmental Attributes be processed through this altemative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or
under any applicable prognm the 50o/o of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If ldaho Power requests additional Environmental Athibute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by ldaho Power for those Environmental
Attributes delivered to [daho Power from the Seller. If the Seller incurs cost, as a result
of Idaho Power's reques! and if the additional certification provides benefis to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with [daho Power in obtaining such certification.
ARTICLE IX: FACILITY AND INTERCONNECTTON
Design of Facili* - Seller wi!! 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 to the ldaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
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Grand View PV Solar Two, LLC
l0.l
10.2
capable of measuring, recording, refrieving and reporting the Facility's hourly gross electrical
enerry production, Station Use, maximum energy deliveries (kW) and any other enerry
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's energy production into the ldaho Power elecfrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GI.A. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GLA.
Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
Supervisory Control and Data Acquisition (SCADA) TelemeW - If the Facility's Nameplate
Capacrty exceeds 3 MW, in addition to the requirements of paragraph l0.l and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemety of the Seller's Net Energy and
kradvertent Enerry production in a form acceptable to Idaho Power. Seller shall grant Idaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GIA process and documented in the GlA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 andthe GLA.
ARTICLE XI. RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
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Grand View PV Solar Two, LLC
10.3
location mutually acceptable to the Parties. These records shall include total generation, Net
Enerry, Station Use, Surplus Enerry, lnadvertent Enerry and maximum hourly generation in
GlD and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period ofnot less than five years.
ll.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 records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Enerry, Inadvertent Energy and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GTA.
12 .2 Acceptance of Enerry -
12.2.1 ldaho Power shall be excused from accepting and paying for Net Energy which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.)lf enerry deliveries are intemrpted due an event of Force Majeure or
ForceC Outage.
If intenuption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.304
If temporary disconnection and/or intemrption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GI,A.
If ldaho Power determines that curtailment, intemrption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
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Grand View PV Solar Two, LLC
b.)
c.)
d.)
system maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 tf, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from [daho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as ldaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Ma:rimum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If Idaho Power is unable to accept the enerry from this Facility and is not excused from
accepting the Facility's enerry, Idaho Power's damages shall be limited to only the value
of the estimated enerry that ldaho Power was unable to accept valued at the applicable
enerry prices specified in Appendix E. ldaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energ.v Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
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Grand View PV Solar Two, LLC
notification as specified in paragraph 1,2.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Enerry occurred, the Estimated Net Energy Amount
will be adjusted as specifred in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Enerry Deliveries as provided in
paragraph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Enerry Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contac! provide ldaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Enerry Deliveries, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Enerry Deliveries, and the reduced level (kW)
of enerry deliveries the Facility is requesting that will be set as the maximum energy
deliveries to Idaho Power for the duration of the Declared Suspension of Enerry Delivery
event (not less than 48 hours). ldaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
qualiffing for a Declared Suspension of Enerry Deliveries as specified in paragraph
12.3.1. ldaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Selier that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the f,rst calendar year and include a statement
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Grand View PV Solar Two, LLC
t2.5
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this 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.
Idaho Power Maintenance Information - Upon receiving a written request from the Seller, [daho
Power shall provide publically available information in regards to ldaho Power planned
maintenance information that may impact the Facility.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, [daho 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 XITL INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
ofFrcers, 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, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, erors or omissions. The indemnifting Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifiing Party shall pay all documented costs, including reasonable attomey fees that
may be incurred by the other Parg in enforcing this indemnity.
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Grand View PV Solar Two, LLC
12.6
13. I
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAIEURE
14.I As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of tdaho 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, stikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Pa(y 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
occurrence of the Force Majeure, give the other Pa4y written notice describing
the particulars ofthe occurrence.
The suspension of perforniance sha!! be cf no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurence.
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Grand View PV Solar Two, LLC
tL)
(3)
l5.l
ARTICLE XV: LTABILITY: DEDICATION
Limitation of Liabilitv. Nothing in this Agreement shall be construed to create any duty ton any
standard of care with reference to, or any liability to any person not a Party to this Ageement.
Neither party shall be liable to ttre other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVT: 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, tust partrrership or joint
venture or impose a trust or parhership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTTCLE XVII WATVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
ldaho without reference to its choice of law provisions.
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Grand View PV Solar Two, LLC
t5.2
t6.l
t7.t
l8.l
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the Dishict Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DTSPUTES AND DEFAULT
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.
Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
19. l
19.2
19.2.2
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, speciffing the manner in which such
default occurred. tf the defaulting Parly 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 non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as N[ateia! Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
27
Grand View PV Solar Two, LLC
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of ldaho, 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 / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho Power with
copies of any new or additional permits, licenses or determinations. 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, licenses and
determinations 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 ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
r9.3.3
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only 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 incuned expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
28
Grand View PV Solar Two, LLC
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in pa( by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party which [daho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A hansfer or change in the person or entities who control ten
percent or more of the equlty securities or voting interests of Seller (whether in a single or
mulfiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior written consent of
Idaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. This article shall not prevent a financing entity with recorded or secured
righs from exercising all rights and remedies available to it under law or contract. Idaho Power
shall have the right to be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXTIT 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 XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
29
Grand View PV Solar Two, LLC
23.t
25.1
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Telephone:
Cell:
E-mail:
To Idaho Power:
Original document to:
Robert A. Paul
515 N. 276 Street
Boise, Idaho 83702
(760) 86r-l 104
Same
[e-mail]
Original document to:
Vice President Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, ldaho 83707
E-mail: [e-mail]
Either Parly may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
30
Grand View PV Solar Two, LLC
Name
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by ldaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized parly of
the Seller.
ARTICLE XXVL ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opponunity, small business, and affrmative action laws
and regulations. All Equal Employment Opportunity and affrrmative action [aws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. 5 4212, Executive
Order I 1246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order ll246,the Equai Opportunity Ciauses contained in 4i
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or transmission
3l
Grand View PV Solar Two, LLC
Title
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Ageement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to ldaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Solar Facility Enerry Prices
Insurance Requirements
Estimated Hourly Energy Production
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COI.JNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
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Grand View PV Solar Two, LLC
29.1
ARTICLE XXX: 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:
Idaho Power Company
eflo_rs V,<^J B S"L"\U) trr
Robert A. Paul
Managing Member
Dated 5- /a-.,-E- I tl
"Seller"
By
Lisa A Grow
Sr. Vice President Power Supply
"Idaho Power"
aaJJ
Grand View PV Solar Two, LLC
APPENDX A
A -I MONTT{LY 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
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated enerry ftW) as recorded on the metering equipment and/or any other required
enerry measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the enerry payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Grand View PV Solar Two, LLC
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AI\D SWITCIIING REPORT
Month Year
Project Number:
Phone Number:
State zip
Mcter Numbcr:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Dilference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Mrximum Gencretion
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outout
Station
Usage
Breaker Ooening 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 Energy Sales
Agreement to which I am a Party.
Signature
35
Grand View PV Solar Two, LLC
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided Metering Equipment that measures the Net
Enerry and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day ofthe month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required enerry measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Management
Name:Robert A. Paul
Telephone Number: [phone]
Cell Phone:[phone]E-Mail: [e-mail]
24-Hour Project Operational Contact
Project On-site Contact information
Name:
Telephone Number:
Cell Phone:
E-Mail:
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be provided
To be provided
36
Grand View PV Solar Two, LLC
APPENDD( B
FACILITY AND POINT OF DELTVERY
Project Name: Grand View PV Solar Two
Project Number:
B-I DESCRIPTION OF FACTLITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
Grand View PV Solar Two is a 20 MW photovoltaic solar energy facility located 20 miles
southwest of Mountain Home, Idaho. The facility will interconnect at l38kv through a shared
substation with other projects.
Nameplate:20 MW
Var Capability (Both leading and lagging) Leading is 0.95 lagging is 0.95.
B-2 LOCATION OF FACILITY
Near: Grand View, ldaho
Actual or nearest physical street address: Idaho Hwy 167 and Frederickson Rd.
GPS Coordinates: Latitude Decimal Degrees 43.026
Longitude Decimal Degrees 116.017
State: Idaho County: Elmore
Description of lnterconnection Location: Grand View PV Solar 2, 3 and 4 substation.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November I , 201 5 as the Scheduled First Enerry Date.
Seller has selected December 15, 2015 as the 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
37
Grand View PV Solar Two, LLC
B-5
B-4
B-6
being granted an Operation Date.
MAXIMUM CAPACITY AMOTJNT:
This value will be 20 MW which is consistent with the value provided by the Seller to ldaho
Power in accordance with the GIA. This value is the maximum enerry (MW) that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any moment in
time.
POINT OF DELTVERY
o'Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GLA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the ldaho 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. tf the ldaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the ldaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (k!Vh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at ZYo of the
kWh enerry 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
ldaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
38
Grand View PV Solar Two, LLC
B-7
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the [daho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until ttre Facility has achieved
the status of being an ldaho Power designated network resource (*DNR"). Federal Enerry
Regulatory Commission (*FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, ldaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to ldaho Power beginning the process to enable ldaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation lnterconnection application, 2) submitted all information required by [daho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
ldaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can signilicantly impact Idaho Power's ability and cost to attain the DI\R designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
39
Grand View PV Solar Two, LLC
APPENDIX C
ENGINEER'S CERTIFTCATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himselflherself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"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 ldaho Power Company Facility No.and is
hereinafter referred to as the "Project."
4. That the Project which is commonly known as the Project, is located in
SectionTownshipRangeBoiseMeridian,-County,[daho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the 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, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
Grand View PV Solar Two, LLC
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
9. That Engineer recogrizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
4t
Grand View PV Solar Two, LLC
By
APPENDD( C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himselflherself
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 tdaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreemen!" 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 ldaho Power Company Facility No.
referred to as the "Project".
and hereinafter
4. That the Project, which is commonly known as the hoject, is located in
Section Township Range Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical enerry
to ldaho 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.
42
Grand View PV Solar Two, LLC
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Projecf that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical outpu! efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that [daho 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
hiVher knowledge and therefore sets hisftrer hand and seal below.
By
(P.E. Stamp)
Date
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Grand View PV Solar Two, LLC
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself 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 Enerry Sales Agreement hereinafter referred to as the
'oAgreement", 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 ldaho Power Company Facility No
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRangeBoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
enerry to ldaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same Upe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this hoject and
has made the analysis of the plans and specifications independently.
44
Grand View PV Solar Two, LLC
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 [nterconnection Facilities and other Project facilities and equipment.
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 hudent Electrical Practices for a _ year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineerrs 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/trer knowledge and therefore sets hiVher hand and seal below.
(P.E. Stamp)
Date
45
Grand View PV Solar Two, LLC
By
APPENDD( D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfu the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditrvorthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term invesfrnent grade credit
rating by Standard & Poor's Corporation or Moody's lnvestor Services, Inc. shall be deemed to
have acceptable financial creditrvorthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with [daho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
Grand View PV Solar Two, LLC
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposifi (a) a guaranty from a parly that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
Grand View PV Solar Two, LLC
E-l
APPENDX E
SOLAR FACILITY ENERGY PRICES
(Prices based upon the energy shape and capacrty specified in Appendix G)
Base Enerry Purchase Prices - For all Base Energy received during Heavy Load Hours ldaho
Power shall pay the Base Energy Heavy Load Purchase Price specified below and for all Base
Enerry received during Light Load Hours ldaho Power shall pay the Base Energy Light Load
Purchase Price specified below. All of these prices are subject to revision as specified within
puagraph7.4.
Base Enerry Heavy Load
Purchase Price
(Millvkwh)
Base Energy Light Load
Purchase Price
(Mills/kwh)
Month./Year
Jan-15
Feb-15
Mar-15
Apr-I5
May-15
Jun-15
Jul-I5
Aug-15
Sep-I5
Oct-15
Nov-I5
Dec-I5
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
lan-17
$49.57
$s0.21
$47.99
s3 l.9s
$42.66
$39. r4
$s3.27
$s2.0s
$49.79
s49.64
$s0.08
949.64
ss2.63
ssz.92
s49.09
$46.67
$46.33
$4r.s7
$s8.00
$s9.68
$54.29
$s6. I s
$s6.49
$s8.99
$s6.07
$49.9s
s49.32
$s0.27
$40.s0
$48.61
$47.03
$62.s6
$61.09
$ss.80
$49.t7
$s 1.62
$s0.90
$s3.44
$s3.72
$s 1.26
$48.06
$s0.s7
ss l.0l
$63.69
$64.29
$s8.09
$s6.37
$s7.30
8s8.22
ss6.82
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Grand View PV Solar Two, LLC
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-I7
Dec-17
Jan-18
Feb-I8
Mar-18
Apr-18
May-18
Jun-l 8
Jul-18
Aug-I8
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb.19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
Mry-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
$ss.87
$53.87
$49.24
$s4. l4
$s4. r2
$66.78
$67.81
$61.98
$60.08
s60.67
$60.61
$s9.66
$s9.22
$s2.36
$s0.36
$54.9s
$s3.66
$66.40
$70.83
$6s.37
s61.93
$62.s0
$61.93
$61.34
$61.02
$49.23
$48.41
$53.5s
$s4.61
$67.97
$71.60
$66.42
s63.33
$63.s9
$63.27
$64.04
$s7.97
$47.83
$47.29
$s 1.28
$55.01
$69.se
$73.36
$64.60
$64.s0
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Grand View PV Solar Two, LLC
$s4.72
$s2.88
$44.13
$s l.6s
s45.51
$60.83
$62.96
ss7.2l
$s8.7s
$s9.43
s60.40
$s8.24
$s6.03
$s0.s8
$s0.27
$s0.27
949.79
$66.78
s6s.29
$62.6s
s61.79
$61.89
$6r.89
$s6.97
$s7.58
s48.70
$48.23
$46.98
s48.40
$64.79
$66.08
Oz ^ E 1ou.t.J r
$63.27
$63.2s
$63.27
$62.48
$s6.20
$48.60
$47.08
$46.26
$48.47
$66.22
$66.8s
$s9.70
$64.51
Nov-20
Dec-20
Ian-21
Feb-2 I
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-Z1
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
lul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jw-23
Iul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Iul-24
$64.51
$64.s 1
$6s.s7
$ss.39
$s 1.s7
$49.63
$49.63
$s0.9s
$68.27
$68.41
s63.76
$66. l I
$66.18
$66.20
$66.89
$66.85
$ss.4s
$s4.04
$s3.96
$s4.36
$72.02
s72.94
$69.07
$69.72
969.72
969.72
s68.48
$69.09
$63.31
ss6.2s
$s8.06
$s7.36
$76.94
$78.37
$72.67
$73. l2
$72.82
$73.22
$74.22
$71.03
$63.94
$s4.32
$s4.4s
ssg.22
$80.46
$64.79
s64.ss
$66.0s
$62.27
$s3.63
$49.64
$5s.36
ss8.28
972.29
$76.44
s67.98
s66.28
$66.67
$66.49
$68.4s
$68.99
$61.09
$s4.ls
$s7.80
$62.00
$74.9s
$80.ss
$74.10
$69.80
$69.8s
s70.s7
$71.20
$71.91
$67.57
$s7.96
$61.73
$63.07
$78.64
$83.41
$78.41
$73.31
$73.38
$74.31
$7s.31
$74.63
s6s.8s
$ss.44
$60.09
$63. I 8
$84.23
50
Grand View PV Solar Two, LLC
Aug-Z4
Sep-24
Oct-Z4
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
lan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jw-27
Jul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
$94.29
$79.82
$76. r 3
$76.64
$77.09
$78.47
s77.33
$70.se
$s6.4s
s66.13
$68.81
$9l.ss
$96.40
s82.98
$78.78
$80.28
$82.42
$81.96
$81.69
$66.38
$s7.67
$72.19
$71.91
$94.s9
$l00.s l
$87.96
$82.09
$82.s9
$88.0s
$83.9s
s84.s8
$7s.32
$6s.62
$69.01
$76.00
$98.60
$102.97
$90.29
$84.74
$8s.23
$93.77
$87.76
$88.01
$71.32
$66.84
51
Grand View PV Solar Two, LLC
$77.98
$77.81
$7s.99
$7s.s9
$7s.99
s78.67
$73.84
$67.80
ss4.63
$63.00
$64.32
$81.47
$80.91
$79.45
$78.67
$78.67
$80.85
$81.s0
$80.62
$s8.4s
ss8.1 I
$70.89
$67.9s
$83.71
$8s.es
s84.0s
$81.9s
$82.09
$84.16
$82.81
$81.89
o?t n<D I J.>J
s61.29
s67.s8
$74.42
$87.62
$87.82
$87.0s
$84.s3
$84.80
$87.23
$84.0r
$84.8s
$71.51
$67.44
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-31
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 I
Oct-31
Nov-31
Dec-31
Jan-32
976.57
$7s.s9
$91.96
$90.s3
$91.10
$87.94
$88.21
$92.s 1
$8s.s9
$88.6s
$68.s9
$67.13
$78.s0
$77.80
$101.s4
$93.92
$94.26
$91.28
$91.28
$94.23
$92.20
$90.4s
$7s.83
$61.47
$62.9r
$81.19
$109.r8
$97.63
$97.89
$94.s9
$94.63
$98.s7
$102.49
$96.08
$89.74
$67.s2
$84.26
$8s.37
$122.76
$l02.s l
$l0s.s3
$r01.26
$l l 1.99
$l18.89
$ 107.28
$77.13
$78.59
$103.9s
$106.91
$93.44
$88.2e
$88.78
sr03. r 6
$90.73
$90.74
$78.1 s
$64.96
$79.23
$79.30
$l14.55
$117.31
$97.91
$91.40
$92.s3
$103.24
$94.31
$93.70
$79.3s
$6s.77
$70.26
$81.66
$123.7s
$120.06
$l0l.s8
$94.77
$96.60
$l10.76
$108.97
$10s.67
$93.49
$7s.12
$93.48
$87. ls
$140.01
$ 130. l2
$109.04
$l13.26
$l15.32
$ 12s.83
$l12.73
52
Grand View PV Solar Two, LLC
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
$97.47
$92.s7
$79.97
$92.88
$88.46
$128.83
$108.19
$109.94
$109.13
$122.68
$123.88
$r09.93
$e9.83
$94.78
$81.81
$9s.10
$90.ss
$132. l3
$110.87
$n2.67
$11 1.84
$12s.80
$127.03
$l12.61
$102.21
$97.01
$83.64
997.34
$92.6s
$13s.48
$r 13.s8
$i 1s.43
$r 14.s8
$128.9s
$130.22
$110.s2
$ 101.86
$86.07
$9s.38
$91.03
$152.03
$137.07
$112.76
sr 20. l9
$124.3s
s127.18
$115.s5
gtt3.27
$r04.3s
$88.09
s97.68
s93.20
$r56.03
$140.62
$l ls.s8
$123.23
$127.52
$130.43
$118.39
$116.0s
$106.86
$90.1I
$99.99
$9s.37
$160.09
$144.22
$l18.43
$126.31
$130.72
$133.72
53
Grand View PV Solar Two, LLC
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l,All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notift ldaho Power in writing. This notice will
advise [daho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these lnsurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constifute a Material Breach and Idaho Power may terminate
this Agreement.
Prior to the First Energy date and subsequently within 10 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of ldaho
Power Company and list Idaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of [nsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
54
Grand View PV Solar Two, LLC
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ALTERNATIVE POWER DEVELOPMENT
RobertA. Paul
515 N. 27th Street
Boise, ldaho 83702
Roberta pa ul8@ema il.com
[phone]
i, ;r, lviitY ]. ll 2Ci4 : i
i."':ili
i.,, /rliur^7., )ro-tf_.*;
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:i
May 11, 2014
Michael Darrington
SR Energy Contracts Coordinator
ldaho Power/Power Supply
1221 West ldaho Street
Boise, ldaho 83702
HAND DELIVERY
Grand View PV Solar Three, LLC
Dear Mr. Darrington:
Last week you provided, what you termed, a draft Energy Sales Agreement (ESA) to Black Sands Solar.
By way of clarification, Black Sands Solar is an authorized assumed business name of Grand View PV
Solar Five A, LLC. ln turn, Grand View PV Solar Five A, LLC (herein GV5A) is wholly owned by Alternative
Power Development Northwest, LLC (APD)of which I am the managing member. APD is also the owner
of Grand View PV Solar Three, LLC (GV3).
Attached hereto you will find three 'originals' of the identical ESA you provided to Black Sands Solar
containing the same rates, terms and conditions. These originals are fully and duly executed by me in
my capacity as managing member of GV3. Three are provided for your convenience; one may be
retained for your files, one may be lodged with the Commission and the final original should be returned
to me for our files. The ESA executed by GV3 includes all of the specific information requested of the
project for ldaho Power to begin accepting deliveries.
While your transmittal email suggested that no contractual obligation of any kind can be created before
the ESA is signed by both parties and is approved by the ldaho PUC, this is contrary to the law regarding
Qualified Facilities under the Public Utilities Regulatory Policies Act (PURPA). By executing and
tendering the attached ESA, GV3 has unequivocally committed GV3 to a legally enforceable obligation to
sell the output of its generation to ldaho Power over the life of the ESA.
GV3 is ready, willing and able to supply power to ldaho Power and has demonstrated the feasibility of
doing so by completing ldaho Powe/s feasibility study process as well as the system impact study
process and the facility study process. GV3 has completed all of the permitting and site evaluation work
to begin supplying power and has no outstanding issue preventing it from moving forward post haste.
GV3's obligations under the attached ESA would NOT be contingent upon any outside event or
approvals.
To reiterate, GV3 is hereby making a binding and unconditional offer to sell its output to ldaho Power.
This comprehensive offer comports with all of the ldaho PUC's rulings on the creation of a legally
enforceable obligation on ldaho Power's part to purchase, and a legally enforceable obligation on the
part of GV3 to sell, all of its output for the life of the ESA.
As you know, the ldaho PUC has just recently recognized in a settlement of a lawsuit against it by the
Federal Energy Regulatory Commission that the legally enforceable obligation relationship between
ldaho Power and GV3 is a valid and common vehicle for QFs to use to compel utilities to purchase the
output of their projects.
One final matter, GV3 is simultaneously formally withdrawing its complaint matter against ldaho Power
before the ldaho Public Utilities Commission in reliance on the creation of its legally enforceable
obligation created herein.
We are looking fonvard a long and mutually beneficial relationship with ldaho Power.
Grand View PV Solar Three, LLC
Managing Member
Article
I
2
3
4
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI.I"Y
AND
GRAND VIEW PV SOLAR THREE, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Enerry
Purchase Price and Method of Payment
Environmental Athibutes
Facility and lnterconnection
Metering, Metering Communications and SCADA Telemehry
Records
Operations
Lrdemnifi cation and [nsurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
5
6
7
8
I
l0
1l
12
l3
l4
l5
l6
t7
l8
l9
20
2t
22
23
24
25
26
27
28
29
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Solar Facility Energy Prices
Insurance Requirements
Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Grand View PV Solar Three. LLC
Project Number:
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this I lth day of
May 2014 between Grand View PV Solar Three, LLC (Seller), and IDAHO POWER COMPANY, an
ldaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or
individually as "Party.'
WTINESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility;and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric enerry
produced by a PURPA Qualiffing Facility.
TIIEREFORE, ln consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFTNITIONS
As used in this Agreement and the appendices attached hereto, the following tenns
shall have the following meanings:
l.l "Adjusted Estimated Net Ener ' - the Estimated Net Enerry Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "Aglhodzgd Agent" - a person or persons specified within paragraph 25.2 of ttris Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
1
Grand View PV Solar Three, LLC
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to ldatro Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "BaSg_Enery" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.39.
1.4 "Commission" - The Idaho Public Utilities Commission.
1.5 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "&!ay-eggq&Uod" - 120 days immediately following the Scheduled Operation Date.
1.7 "Dglay lgqagg.g" - ((Current month's Estimated Net Enerry Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month's Delay Price.
1.8 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.9 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's Base Energy Light Load Purchase Price as specified in Appendix E ofthis Agreement.
lf this calculation results in a value less than 0, the result of this calculation will be 0.
l.l0 "Designated Dispatch Facilitv" - ldaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l I "Effective Date" - The date stated in the opening paragraph of this Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
2
Grand View PV Solar Three, LLC
l.l2 "Environmental Attribuh" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, athibutable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; Q) aurty avoided emissions of carbon
dioxide (COz), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by rapping heat in the afrnosphere;t 131
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
par!;u atthe REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Enerry Policy Act of 1992 andany present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of enerry. Environmental Attributes do not include (i)
any enerry, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the consfuoticn or cperation of the Faciliry and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
' Auoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
3
Grand View PV Solar Three, LLC
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
l.13 s6Eacitry ' - That elechic generation facility described in Appendix B of this Agreement.
l.14 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Enerry
Date.
I .15 "Felsed_Qutagg" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Enerry to the Point of Delivery, or b) Idaho Power's ability to acceptNet Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.16 "Generation Interconnection A '- The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l7 "Generation_[Jni!" - a complete solar pv electrical generation system within the Facility that is
able to generate and deliver enerry to the Point of Delivery independent of other Generation
Units within the same Facility.
l.l8 "Hgalry._@llggs" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
l.19 "Hourly Energy Estimates" - the hourly enerry estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
4
Grand View PV Solar Three, LLC
1.24
t.25
1.20 "Interconnection Facilities" - All equipment specified in the GLA.
l.2l "Light Load Hours" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christrnas.
1.22 6(Losses" - The loss of electrical enerry expressed in kilowatt hours (kWh) occurring as a result
of the fransformation and transmission of energy between the point where the Facility's enerry is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.23 "Market Enerry Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Enerry Cost.
"Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capacity Amouil" - The maximum capacrty (M!V) of the Facility will be as
specified in Appendix B of this Agreement.
"Mid- Columbia Market Energy Cosf' - 82.4yo of the monthly arithmetic average of the
Intercontinental Exchange ("[CE") daily firm Mid-C Peak Avg and Mid-C OffiPeak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Enerry Cost: .824 * ((ICE Mid-C Peak Avg * Heavy
Load Hours for each day of the month) + (ICE Mid-C OffiPeak Avg * Light
Load Hours for each day of the month)) / total hours in the month)
lf the ICE lv{id-Columbia Index repofting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia tndex.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
1.27 "Monthly Estimated Generation" - the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kWh.
1.28 "Monthly Nameplate Enerry" - Nameplate Capacity multiplied by the hours in the applicable
month.
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Grand View PV Solar Three, LLC
1.26
1.29 "Naggplate._Qapagiry" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as fiansformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.30 "Net Enefgy'- All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreemenl Seller commits to deliver all Net Enerry to
Idaho Power at the Point of Delivery for the full term of the Agreement.
1.32
"Estimated Net Ener&y Am '- (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) times 100. tf this
calculation results in a value greater than 100%, the result of this calculation will be 100%.
'oQperation_Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.33 "Pqi[t_@Uvery" - The location specified in the GLA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.34 "Pricing Adustnent Perce '- Estimated Net Enerry Amount Adjustment Percentage plus
zYo. If this calculation results in a value greater than 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90Yo,the result of this calculation will be
90%.
1.35 "Prudent Electrical P '- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
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Grand View PV Solar Three, LLC
1.36 "Renewable Enerry Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other fansferable indicia, howsoever entitled, indicating generation of renewable enerry by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Enerry.
"Scheduled Operation " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. [t is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
i'Schgdule_72" - Idaho Power's TariffNo l0l, ScheduleT2 or its successor schedules as
approved by the Commission.
".SecuriB Depqsit" - $45 per kW Nameplate Capacrty of the entire Facility.
"Station [Jse" - Electic enerry that is used to operate equipment that is auxiliary or otherwise
related to the production of electricrty by the Facility.
"Sglplus Enefg" - Is (l) Net Enerry produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly Estimated Net
Energy Amount for the corresponding month specified in paragraph 6.2,or (2) if the Net Enerry
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
mcnth is less than 909/o of &e monthly Estimated Net Energy Amount for the corresponding
month specified in paragraph 6.2, then all Net Enerry delivered by the Facility to the Idaho
Power electrical system for that given month, or (3) all Net Enerry produced by the Seller's
Facility and delivered by the Facility to the ldaho Power electrical system prior to the Operation
Date, or (a) all monthly Net Enerry that exceeds the Monthly Nameplate Enerry.
"Termination Damages" - Financial damages the non defaulting parly has incurred as a result of
termination of this Agreement.
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Grand View PV Solar Three, LLC
1.37
1.38
1.39
1.40
l.4l
1.42
2.1
2.2
3.1
ARTICLE II: NO RELI,ANCE ON IDAHO POWER
Seller lndependent 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
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by tdaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Ouali&ing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et seq. 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 Qualiffing Facility status will be a Material
Breach of this Agreement. Idaho Power reseryes the right to review the Facility's Qualifuing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the futl term of this Agreement and
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Grand View PV Solar Three, LLC
3.2
3.3
3.4
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Solar Project status and associated support
and compliance documents at anytime during the term of this Agreement.
Hourly Enerry Estimates - Seller warrants that the Hourly Enerry Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
enerry production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Enerry Estimates will be
a Material Breach of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Enerry Date and as a condition of Idaho Power's acceptance of deliveries of
enerry from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to ldaho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR292.201 et seq. as a certified Qualiffing Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of tdaho providing an opinion that
Seller's licenses, permits, determinations 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
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Grand View PV Solar Three, LLC
4.1.3
4.1.5
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
Commission Approval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to ldaho Power has been received.
Nameplate Capacitv - Submit to tdatro Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacrty rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Uni(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 [nsurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
4.1.7 lnterconnection - Provide written confirmation from Idaho Powerns business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the ldaho Power electrical system.
4.1.8 Network Resource Designation - Confirm that the Seller's Facility has been designated
as an Idaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity atthe Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(DI.IR) prior to Idaho Power accepting any energy from this Facility. Appendix
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Grand View PV Solar Three, LLC
B item 7 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum Capacrty Amount and/or if tdaho Power transmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GIA for this Facility.
4.1.8.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating
this resource as an ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Enerry Date. Therefore, ldaho
Power will begin this process 30 days prior to the Scheduled First Enerry Date
specified in Appendix B of this Agreement and only after ldaho Power has
received confirmation that the GIA requirements have been completed. If the
Seller estimates that the actual First Enerry is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement the
Seller must notifr ldaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the project be able to
deliver any energy to tdaho Power until such time as Idaho Power has designated
this Facility as an ldaho Power Network Resource.
4.1,.9 Y/ritten Acceptance - B-equest and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20) (not
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Grand View PV Solar Three, LLC
5.2
to exceed 20 years) Contract Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Faciliff and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75o/o of the Generation Units planned for this Facility have
achieved their First Enerry Date.
b) Seller has demonstrated to tdaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constuction 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.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by ldaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and conskuction process (This includes any delay in making the required deposit
payments set forth in the Facility's G[A) that are not caused by ldaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - [f Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and Idaho Power may
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Grand View PV Solar Three, LLC
5.3
5.4
5.5
5.6
5.7
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damages billin&gnd oayment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 7 days of when ldaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and tdaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XXI, the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by ldaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
A maaman+nErwtrrvala.
5.8.1 ldaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved is Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
ldaho Power.
ARTICLE VI: PURCTIASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery - Except when either Party's performance is excused as
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Grand View PV Solar Three, LLC
5.8
6.2
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery.
Estimated Net Energy Amounts - shall be equal to Monttrly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
1,314,286
2,003,141
3,196,438
3,g61,glg
4,569,573
4,858,265
5,1 13,854
4,727,683
3,801,097
2,979,852
1,361,029
1.068.772
38,844,772
6.2.2 Seller's Adjustment of Estimated Net Bnerry Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Energy Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
August
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
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Grand View PV Solar Three, LLC
September
October
November and any future months
December and any fufure months
a.) This written notice must be provided to ldaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via return electronic verification of
receipt to the electronic notices address specified in paragraph 25. l.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Enerry Amounts.
6.2.3 ldaho Power Adjustment of Estimated Net Energy Amount - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller
gleclares a Suspension of Enerry Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by ldaho Power, the
Estimated Net Enerry Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA : Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU : a.) If tdaho Power is excused from accepting the Seller's Net
Enerry as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Enerry Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Enerry
Deliveries.
TGU : Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
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Grand View PV Solar Three, LLC
DeLr Actual hours the Facility's Net Energy deliveries were either
l\ul t reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
flfl'tf""s=NEA (f #,xNEA)"(H ))
Amount
This Adjusted Estimated Net Enerry Amount will be used in applicable Surplus Enerry
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy.
6.3 Failure to Deliver Minimum Estimated Net Energy Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Enerry in any Contract Year in an amount equal to
at least ten percent (10%) of the sum of the Monthly Estimated Generation shall constitute an
event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base Enerey Heav.v Load Purchase Price - For all Base Enerry received during Heavy Load
Hours, ldaho Power will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E.
7.2 Base Enerry Light Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the monthly Base Enerry Light Load Purchase Price as specified in
Appendix E.
7.3 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price for that
month, whichever is lower.
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Grand View PV Solar Three, LLC
7.4 Price Adjustment - Upon acceptance of a Seller Adjustment of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing Adjustnent Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Enerry that exceeds the Monthly Nameplate Enerry to ldaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Energy and Surplus Enerry payments, less any payments
due to ldaho Power will be disbursed to the Seller within ttrirly (30) days of the date which Idaho
Power receives and accepts the documentation of the monthly Base Enerry and Surplus Enerry
actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission .This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
ldaho Power Company v. [daho Public Utilities Commission and Afton Enerry. Inc., 107 [daho
i81,693 P.zd 421 (1984), Idaho Power Compan}, v. Idaho Public Utilities-Commission, 107
Idaho I 122,695 P.2d I 261 (1985), Afton Enerry. Inc. v. ldaho Power Company, l1l Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL AfiRIBUTES
Idaho Power will be granted ownership of 50o/o of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental
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Grand View PV Solar Three, LLC
7.5
7.6
7.7
8.1
8.2
Attributes associated with the Facility. Title of 50% Environmental Athibutes shall pass to Idaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Enerry to
Idaho Power occurs. Idaho Power's title to 50% of the Environmental Athibutes shall expire at
the end of the term of this agreement, unless the parties agree to extend in future agreements. If
after the EfGctive Date any additional Environmental Attributes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50% of these additional
Environmental Atributes or environmental values that are associated with the Net Enerry
delivered by the Seller to Idaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations of the Facility do not jeopardize the current or future
Environmental Attribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Enerry Date, the Parties shall mutually
cooperate to enable Idatro Power's Environmental Attributes from this Facility to be
placed into ldaho Power's Western Renewable Energy Generation Information System
(*WREGIS") account or any other Environment Attribute accounting and tracking
system selected by the ldaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50% of the Environmental
Attributes to ldaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and facking system initially selected by ldaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
identifu an appropriate alternative Environmental Attribute accounting and tracking
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Grand View PV Solar Three, LLC
9.1
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Enerry Policy Act of 1992 or
under any applicable program the 50% of the Environmental Atfributes that such pafty
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If Idaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by Idaho Power for those Environmental
Attributes delivered to tdaho Power from the Seller. tf the Seller incurs cost, as a result
of ldaho Power's request, and if the addiiional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with Idaho Power in obtaining such certification.
ARTTCLE DC FACILITY AND INTERCONNECTION
Design of Facility - Seller will desigr, construct install, own, operate and maintain the Facility
and any Seller-owned lnterconnection Facilities so as to allow safe and reliable generation and
delivery of Net Enerry to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTTCLE X:
METERING. METERING COMMUNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
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Grand View PV Solar Three, LLC
l0.l
energy production, Station Use, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's enerry production into the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 andthe G[A.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to ldaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant tdaho Power sole confol and use of this
dedicated metering communications equipment. Specific deails and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GLA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph 10.1 and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Enerry and
Inadvertent Enerry production in a form acceptable to Idaho Power. Setler shall grant ldaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GLA process and documented in the GIA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
ll.l MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
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Grand View PV Solar Three, LLC
Energy, Station Use, Surplus Energy, Inadvertent Enerry and maximum hourly generation in
(kW) and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period of not less than five years.
Il.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the righ! during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Enerry, Station Use, Surplus Energy, Inadvertent Enerry and maximum hourly
generation in kW.
ARTICLE XII OPERATIONS
12 .l Communications - tdaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Energv -
12.2.1 ldaho Power shall be excused from accepting and paying for Net Energy which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.)lf enerry deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
If interruption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.304
If temporary disconnection and/or intemrption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GI,A.
If [daho Power determines that curtailment, intemrption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
system maintenance requirements, emergencies, electrical system
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Grand View PV Solar Three, LLC
b.)
c.)
d.)
t2.3
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Muimum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If ldaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's enerry, ldaho Power's damages shall be limited to only the value
of the estimated enerry that Idaho Power was unable to accept valued at the applicable
enerry prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
Seller Declared Suspension of Enerry Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced enerry deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Enerry Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
22
Grand View PV Solar Three, LLC
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Enerry occurred, the Estimated Net Energy Amount
will be adjusted as specified in paragraph 6.2.3.
1,2.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notifu the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with ldaho Power. The Seller
will, within 24 hours after the telephone contact, provide ldaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Enerry Deliveries, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Enerry Deliveries, and the reduced level (kW)
of enerry deliveries the Facility is requesting that will be set as the maximum enerry
deliveries to ldaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
quali$ing for a Declared Suspension of Enerry Deliveries as specified in paragraph
12.3.1. [daho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not duo to sn e.,,ent of Force Majeure or by neglect. disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
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Grand View PV Solar Three, LLC
t2.6
12.5
notifies [daho Power of a change to this 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.
ldaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
Contact Prior to Curtailment - ldaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, [daho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
ldaho Power.
ARTICLE XIII: INDEMNIFTCATION AND INSTJRANCE
13.1 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 indemnifuing Pafty's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Parly's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, erors or omissions. The indemnifuing Parly
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifiing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
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Grand View PV Solar Three, LLC
t4.l
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
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, sfrikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are no.! events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Par{y shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Parly written notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Parly which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurence.
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Grand View PV Solar Three, LLC
(2)
(3)
l6.l
ARTICLE XV: LIABILITY: DEDICATION
l5.l Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
af[ect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVT 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, Eust parfrrership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
ParU. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVIT WATVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOTCE 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.
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Grand View PV Solar Three, LLC
t7.t
t 8.1
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the Dishict Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DTSPUTES AND DEFAULT
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.
Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
l9.l
19.2
19.2.2
Agreement (an "event of default"), the non-defaulting Parly shall cause notice in
writing to be given to the defaulting Party, specifuing the manner in which such
default occurred. [f the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Parly 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 non-defaulting Parly may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defauls identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure willbe a Material Breach.
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Grand View PV Solar Three, LLC
20.1
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in ttre State of ldaho, 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 / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every
fifttr Conhact Year, Seller will update the documentation described in Paragraph 4.1.1.
lf at any time Seller fails to maintain compliance with the permits, licenses and
determinations 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 ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHOzuZATION
19.3.3
This Agreement is subject to the jurisdiction of those govemmental agencies having control over
either Party of this Agreement.
ARTICLE XXT: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
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Grand View PV Solar Three, LLC
2t.l
22.1
23.1
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Parly hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any parly 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 ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A transfer or change in the person or entities who control ten
percent or more of the equity securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior written consent of
ldaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. This article shall not prevent a financing entity with recorded or secured
rights from exercising all rights and remedies available to it under law or contract. Idaho Power
shall have the right to be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXIII: 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 XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
Notices - All wriuen notices under this Agreement shall be directed as follows and shall be
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Grand View PV Solar Three, LLC
24.1
25.1
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mai[, f,ust-
class, postage prepaid, as follows:
To Seller:
Original document to:
Name: Robert A. Paul
Address: 515 N.276 Street
Boise, Idaho 83702
Telephone: [phone]
Cell: [phone]
E-mail: [e-mail]
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: lgrow@ idahopower.com
Copy of document to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise, tdaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
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Grand View PV Solar Three, LLC
Name Title
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by ldaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized parly of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Emplo)rment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-1.4,41 C.F.R.60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
ldaho Power Designated Network Resource. If final interconnection or transmission
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Grand View PV Solar Three, LLC
studies are not complete at the time the Seller executes this Agreement, the Seller
.understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forms of Liquid Security
Solar Facility Enerry Prices
Insurance Requirements
Estimated Hourly Enerry Production
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIIL COI.INTERPARTS
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.
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Grand View PV Solar Three, LLC
28.1
ARTICLE XXX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Grand View PV Solar Three, LLC
By
Lisa A Grow
Sr. Vice Presideng Power Supply
Robert A. Paul
Managing Member
Dated Dated
"ldaho Power""Seller"
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Grand View PV Solar Three, LLC
APPENDX A
A -I MONTHLY POWER PRODUCTION AND SWTTCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, tdaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to ldaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
enerry measurements to adequately administer this Agreement. This document shall be the document to
enable [daho Power to begin the energ5r payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Grand View PV Solar Three, LLC
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AI\D SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
0utout
Station
Usase
Metered
Msximum Generation
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Dilference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
*
1
2
3
4
5
6
7
Breaker Ooenins 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 certi$ that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Par$.
Breaker Closing Record
Signature
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Grand View PV Solar Three, LLC
Date
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, ldaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the [daho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnigh0 of
the last day of the month.
The meter information collected will include but not be limited to enerry production, Station Use, the
maximum generated power (kW) and any other required enerry measurements to adequately administer
this Agreement.
A.3 SELLER CONTACT TNFORMATION
Sel ler' s Contact Information
Project Management
Name: RobertA. Paul
Telephone Number: [phone]
Cell Phone: [phone]
E-Mail:robertapaul [e-mail]
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
Project On-site Contact information
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
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Grand View PV Solar Three, LLC
B-l
APPENDD( B
FACILIry AND POINT OF DELTVERY
Project Name: Grand View PV Solar Three
Project Number:
DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
Grand View PV Solar Three is a 20 MW photovoltaic solar enerry facility located 20 miles
southwest of Mountain Home, ldaho. The facility will interconnect at l38kv through a shared
substation with other projects.
Nameplate:20 MW
Vm Capability (Both leading and lagging) Leading is 0.95 Lagging is 0.95
LOCATION OF FACILITY
Near: Grand View, ldaho
Actual or nearest physical street address: Idaho Hwy 167 and Fredrickson Road
GPS Coordinates: Latitude Decimal Degrees 43.026
Longitude Decimal Degrees I16.017
State: Idaho County: Elmore
Description of Interconnection Location: Grand View PV Solar 2, 3, and 4 substation.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1,2015 as the Scheduled First Enerry Date.
Seller has selected December 15, 2015 as the Scheduled Operation Date.
kr 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
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Grand View PV Solar Three, LLC
B-2
B-3
B-4
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be 20 MW which is consistent with the value provided by the Seller to ldaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
POINT OF DELryERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility enerry is delivered to the ldaho Power electrical system. The GLA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the ldaho Power Metering equipment is capable of measuring the exact enerry deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Sdller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (k!Vh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at 2o/o of the
kWh enerry production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho 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. [f at any time during the term of this Agreement, [daho Power determines that the
38
Grand View PV Solar Three, LLC
B-5
B-6
B-7
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the [daho Power electrical system, [daho Power may adjust
the calculation and rehoactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
ldaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an ldaho Power designated network resource (*DNR"). Federal Energy
Regulatory Commission (*FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to the Seller's Facility, ldaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation Interconnection application, 2) submitted all information required by ldaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
ldaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can signilicantly impact ldaho Power's ability and cost to attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
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Grand View PV Solar Three, LLC
APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MATNTENANCE POLICY
The undersigned on behalf of himselflherself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreement" between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as tdaho Power Company Facility
hereinafter referred to as the "Project."
is the subject of the Agreement
No. and is
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.
8. That Engineer has reviewed and/or supervised the review of ttre Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
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Grand View PV Solar Three, LLC
producing at or near the design electrical output, effrciency and plant factor for the full Contact Term of
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/trer hand and seal below.
@.E. Stamp)
Date
4t
Grand View PV Solar Three, LLC
By
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATTONS AND MATNTENANCE
The undersigned on behalf of himself/herself
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 tdaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
'Agreement," between tdaho 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 ldaho Power Company Facility No.and hereinafter
refened to as the "Projecf'.
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-----..------,BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energJ
to ldaho Power fo. a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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Grand View PV Solar Three, LLC
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
hiVtrer knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
43
Grand View PV Solar Three, LLC
By
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESTGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreement", between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production projecl which is the subject of the
Agreement and this Statement, is identified as
and is hereinafter referred to as tle "Project".
Idaho Power Company Facility No
4.
Section
5.
That the Project, which is commonly known as the Project, is located in
Township Range Boise Meridian, _ County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
enerry to [daho 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.
44
Grand View PV Solar Three, LLC
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, elecfrical work" generating equipmen! prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
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 hudent Electrical Practices for a _ year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraphS.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/her knowledge and therefore sets hiVher hand and seal below.
(P.8. Stamp)
Date
45
Grand View PV Solar Three, LLC
By
APPENDD( D
FORMS OF LIQUID SECURITY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisff the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial credirworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's lnvestor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with [daho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
Grand View PV Solar Three, LLC
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to [daho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
Grand View PV Solar Three, LLC
APPENDX E
SOLAR FACILITY ENERGY PRICES
(Prices based upon the energy shape and capacrty specified in Appendix G)
E-l Base Energv Purchase Prices - For all Base Enerry received during Heavy Load Hours Idaho
Power shall pay the Base Enerry Heavy Load Purchase Price specified below and for all Base
Energy received during Light Load Hours ldaho Power shall pay the Base Enerry Light Load
Purchase Price specified below. All of these
paragraph 7.4.
Base Enerry Heavy Load
Purchase Price
Month/Year @illvkwh)
prices are subject to revision as specified within
Base Energy Light Load
Purchase Price
(Mills/kWh)
Jan-15
Feb-15
Mar-15
Apr-15
May-I5
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-[6
Feb-16
Mar-I6
Apr-16
May-l6
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
$49.s7
$s0.21
947.99
$3 l.9s
$42.66
$39.14
ss3.27
$s2.0s
949.79
$49.64
$s0.08
$49.64
$s2.63
$52.92
$49.09
$46.67
$46.33
s4l.s7
$s8.00
$s9.68
ss4.29
$s6. l s
$56.49
$58.99
s56.07
$49.9s
$4e.32
$s0.27
s40.s0
$48.61
$47.03
$62.s6
$61.09
$ss.80
$49.t7
$s 1.62
$s0.90
$s3.44
$s3.72
$51.26
$48.06
$s0.s7
$s 1.01
$63.69
$64.29
$s8.09
$s6.37
$s7.30
$s8.22
$s6.82
48
Grand View PV Solar Three, LLC
Feb-17
Mar-17
Apr-I7
May-17
Jun-I7
Jul-17
Aug-17
Sep-17
Oct-I7
Nov-17
Dec-I7
Jan-18
Feb-18
Mar-I8
Apr-18
May-I8
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-I8
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
$ss.87
$s3.87
$49.24
$s4.14
$s4.12
$66.78
$67.81
$61.98
$60.08
$60.67
$60.61
$s9.66
9s9.22
$s2.36
$s0.36
$s4.9s
$s3.66
$66.40
$70.83
$6s.37
$61.93
$62.50
s61.93
$61.34
s61.02
s49.23
$48.41
$s3.ss
$54.61
$67.e7
$71.60
$66.42
$63.33
$63.s9
$63.27
$64.04
$s7.97
$47.83
$47.29
$s 1.28
$5s.01
$69.s9
$73.36
$64.60
$64.s0
49
Grand View PV Solar Three, LLC
$s4.72
$s2.88
$44.13
$s l.6s
$4s.s l
$60.83
$62.96
s57.21
$s8.7s
$s9.43
$60.40
$s8.24
$s6.03
$s0.s8
$s0.27
$s0.27
$49.79
$66.78
$6s.29
s62.6s
$61.79
$61.89
$61.89
$s6.e7
$s7.s8
$48.70
$48.23
$46.98
$48.40
$64.79
$66.08
$64.s 1
$63.27
s63.2s
$63.27
$62.48
$56.20
$48.60
$47.08
$46.26
$48.47
966.22
$66.85
$se.70
$64.s 1
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-2 I
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jvn-22
lul-22
Aug-22
Sey22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Ivn-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Iul-24
$64.79
$64.ss
$66.0s
962.27
$s3.63
s49.64
$ss.36
$58.28
$72.29
$76.44
$67.98
$66.28
$66.67
$66.49
$68.4s
$68.99
$61.09
$s4.ls
$s7.80
$62.00
$74.9s
$80.ss
$74.10
$69.80
$69.8s
s70.s7
$71.20
$71.91
$67.s7
$s7.96
$61.73
s63.07
s78.64
$83.41
$78.41
$73.31
$73.38
$74.31
$75.31
$74.63
$6s.8s
$55.44
s60.09
s63.18
$84.23
50
Grand View PV Solar Three, LLC
$64.s 1
s64.51
$6s.57
$ss.39
$s r.57
$49.63
$49.63
ss0.9s
$68.27
$68.41
$63.76
$66.18
$66.18
$66.20
$66.89
$66.8s
$ss.4s
$s4.04
$s3.96
$s4.36
$72.02
972.94
$69.07
$69.72
$69.72
969.72
$68.48
$69.09
$63.31
$s6.2s
$s8.06
$s7.36
$76.94
$78.37
872.67
$73.r2
$72.82
$73.22
$74.22
$7r.03
$63.94
$s4.32
ss4.4s
$s9.22
$80.46
Aug-24
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-Z5
Sep-25
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar26
Apr-26
May-26
Jw-26
Jul-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jw-27
Jul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Ian-28
Feb-28
Mar-28
Apr-28
$94.29
s79.82
$76.13
$76.64
$77.09
$78.47
$77.33
$70.s9
$s6.4s
$66.13
$68.81
$9l.ss
$96.40
$82.98
$78.78
$80.28
$82.42
$81.96
$81.69
$66.38
$s7.67
$72.19
$71.91
$94.s9
$l00.s l
$87.96
$82.09
$82.s9
$88.0s
$83.9s
$84.s8
$7s.32
$6s.62
$69.01
$76.00
$98.60
$102.97
$90.29
s84.74
$8s.23
$93.77
$87.76
$88.01
$71.32
$66.84
51
Grand View PV Solar Three, LLC
$77.98
$77.81
$75.99
$7s.s9
$7s.99
$78.67
$73.84
$67.80
$s4.63
s63.00
$64.32
$81.47
s80.91
$79.4s
$78.67
$78.67
s80.85
$81.s0
$80.62
$s8.4s
$s8.1I
s70.89
$67.9s
$83.71
$8s.9s
$84.0s
$81.9s
$82.09
$84.r6
$82.81
$81.89
$73.9s
$61.29
$67.s8
$74.42
$87.62
$87.82
$87.0s
$84.s3
$84.80
$87.23
$84.01
$84.8s
s7l.5l
$67.44
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-3 I
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 I
Oct-31
Nov-31
Dec-31
Ian-32
$76.s7
$75.59
$91.96
$90.s3
$91. r0
$87.94
$88.21
$92.s 1
$8s.s9
$88.6s
$68.s9
$67.13
$78.s0
$77.80
$l0l.s4
$93.92
$94.26
$91.28
$91.28
$94.23
$92.20
$90.4s
$7s.83
$61.47
$62.91
$81.19
sl09.l8
$97.63
$97.89
$94.s9
$94.63
$98.s7
$102.49
$96.08
$89.74
$67.s2
$84.26
$8s.37
$t22.76
$l02.s l
$l0s.s3
$10r.26
sl I1.99
$118.89
$107.28
$77.13
$78.s9
$ 103.9s
$106.91
s93.44
$88.29
$88.78
$103.16
$90.73
$90.74
s78.ls
$64.96
$79.23
$79.30
s1l4.s5
$ll7.3l
$97.91
$91.40
$92.s3
$103.24
$94.31
s93.70
$79.35
$6s.77
$70.26
$81.66
$t23.7s
s120.06
$ 101.s8
$94.77
$96.60
$110.76
$108.97
$10s.67
$93.49
$7s.12
$93.48
$87. I s
$140.01
$130.12
$109.04
$113.26
sl1s.32
$ 125.83
$112.73
52
Grand View PV Solar Three, LLC
Feb-32
Mar32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep34
Oct-34
Nov-34
Dec-34
s97.47
$92.s7
$79.97
$92.88
s88.46
$128.83
$108.19
$109.94
$109.r3
s122.68
$123.88
$109.93
$99.83
$94.78
$81.81
$9s.10
$90.ss
$132. r3
$r 10.87
$tt2.67
$111.84
$12s.80
$127.03
$l12.61
$102.21
$97.01
$83.64
$97.34
$92.6s
$13s.48
sl13.s8
$l15.43
$1i4.58
$128.95
$130.22
$l10.s2
sl0r.86
s86.07
$95.38
$9r.03
$1s2.03
$137.07
$1t2.76
$120. I 9
$124.35
$127.18
$115.55
$l13.27
$104.35
$88.09
$97.68
$93.20
$156.03
$140.62
$115.58
$r23.23
$127.52
$130.43
$ l 18.39
$l16.0s
$106.86
$90. I I
s99.99
$9s.37
$160.09
$144.22
$l18.43
$126.31
$130.72
s133.72
53
Grand View PV Solar Three, LLC
APPENDX F
INSTJRANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
t.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
lf the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifu ldaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and ldaho Power may terminate
this Agreement.
Prior to the First Enerry date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of Idaho
Power Company and list [daho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
54
Grand View PV Solar Three, LLC
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ALTERNATIVE POWER DEVELOPMENT
Robert A. Paul
515 N. 27th Street
Boise, ldaho 83702
Ro berta pa ul8@gma il.com
[phone] il- .-, r i- l I rl
,,;,1
May LL,2OL4
Michael Darrington
SR Energy Contracts Coordinator
ldaho Power/Power Supply
1221 West ldaho Street
Boise, ldaho 83702
HAND DELIVERY
t!
i'l,trY !" 3 ?0i4 ,l,i
I
lrrLiv!{,,}:f,lg)
Re:Grand View PV Solar Four, LLC
Dear Mr. Darrington:
Last week you provided, what you termed, a draft Energy Sales Agreement (ESA) to Black Sands Solar.
By way of clarification, Black Sands Solar is an authorized assumed business name of Grand View PV
Solar Five A, LLC. ln turn, Grand View PV Solar Five A, LLC (herein GVSA) is wholly owned by Alternative
Power Development Northwest, LLC (APDlof which I am the managing member. APD is also the owner
of Grand View PV Solar Four, LLC (GV4).
Attached hereto you will find three 'originals' of the identical ESA you provided to Black Sands Solar
containing the same rates, terms and conditions. These originals are fully and duly executed by me in
my capacity as managing member of GV4. Three are provided for your convenience; one may be
retained for your files, one may be lodged with the Commission and the final original should be returned
to me for our files. The ESA executed by GV4 includes all of the specific information requested of the
project for ldaho Power to begin accepting deliveries.
While your transmittal email suggested that no contractual obligation of any kind can be created before
the ESA is signed by both parties and is approved by the ldaho PUC, this is contrary to the law regarding
Qualified Facilities under the Public Utilities Regulatory Policies Act (PURPA). By executing and
tendering the attached ESA, GV4 has unequivocally committed GV to a legally enforceable obligation to
sell the output of its generation to ldaho Power over the life of the ESA.
GV4 is ready, willing and able to supply power to ldaho Power and has demonstrated the feasibility of
doing so by completing ldaho Powe/s feasibility study process as well as the system impact study
process and the facility study process. GV4 has completed all of the permitting and site evaluation work
to begin supplying power and has no outstanding issue preventing it from moving forward post haste.
GV4's obligations under the attached ESA would NOT be contingent upon any outside event or
approvals.
To reiterate, GV4 is hereby making a binding and unconditional offer to sell its output to ldaho Power.
This comprehensive offer comports with all of the ldaho PUC's rulings on the creation of a legally
enforceable obligation on ldaho Powe/s part to purchase, and a legally enforceable obligation on the
part of GV4 to sell, all of its output for the life of the ESA.
As you know, the ldaho PUC has just recently recognized in a settlement of a lawsuit against it by the
Federal Energy Regulatory Commission that the legally enforceable obligation relationship between
ldaho Power and GV4 is a valid and common vehicle for QFs to use to compel utilities to purchase the
output of their projects.
One final matter, GV4 is simultaneously formally withdrawing its complaint matter against ldaho Power
before the ldaho Public Utilities Commission in reliance on the creation of its legally enforceable
obligation created herein.
We are looking fonuard a long and mutually beneficial relationship with ldaho Power.
Managing Member
Grand View PV Solar Four, LLC
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GRAND VIEW PV SOLAR FOU& LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Solar Facility Energy Prices
Insurance Requirements
Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Grand View PV Solar Four. LLC
Project Number:
THIS ENERGY SALES AGREEMENT (*AGREEMENT"), entered into on this 1lth day of
May 2014 between Grand View PV Solar Four, LLC (Seller), and IDAHO POWER COMPANY, an
ldaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or
individually as "Parq/."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualiffing Facility.
T}GREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net Energy Amount" - the Estimated Net Enerry Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
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Grand View PV Solar Four, LLC
1.3
1.4
1.5
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to ldaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energlr" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.39.
"eqlq4itqien" - 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.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Dg.lgy_DamAggs" - ((Current month's Estimated Net Energy Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month's Delay Price.
"Delay_Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's Base Energy Light Load Purchase Price as specified in Appendix E of this Agreement.
If this calculation results in a value less than 0, the result of this calculation will be 0.
"Designated Dispabh " - Idaho Power's Load Serving Operations, or any subsequent
goup designated by Idaho Power.
"Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.6
1.7
1.8
1.9
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1.1I
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SolarGrand View PV Four, LLC
l.l2 "Environmental Atfib " - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), metlane (CtI4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations lntergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' 13;
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
parly at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Enerry Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of enerry. Environmental Attributes do not include (i)
any energy, capacrty, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investrnent tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
' Aroided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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Grand View PV Solar Four, LLC
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
l.l3 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1.14 "First Enerry Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V and after the Seller requested First Energy
Date.
I .15 "Eqrced Outagg" - 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: I )
equipment failure which was gg! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
1 . 16 "Generation Interconnection Agreement (GlA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l7 "Generation Unit" - a complete solar pv elechical generation system within the Facility that is
able to generate and deliver energy to the Point of Delivery independent of other Generation
Units within the same Facility.
I . I 8 "Heav.v Load Hours" - The daily hours from hour ending 0700 - 2200 Mountain Time, ( 16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
l.19 "Hourly Energy Estimates" - the hourly energy estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
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1.20 "Interconnection Facilities" - All equipment specified in the GIA.
l.2l "Light Load Hours" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
1.22 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of enerry between the point where the Facility's energy is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.23 "Market Enerry Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energlr Cost.
I .24 "Material Breach" - A Default (paragraph 19.2.L) subject to paragraph 19 .2.2.
1.25 "Maximum Capacitv Amouft" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.26 "Mid- Columbia Market Energv Cosf' - 82.4Yo of the monthly arithmetic average of the
Intercontinental Exchange ("[CE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Enerry Cost = .824 * ((ICE Mid-C Peak Avg * Heavy
Load Hours for each day of the month) + (ICE Mid-C Off-Peak Avg * Light
Load Hours for each day of the month)) I total hours in the month)
If the ICE Mid-Columbia Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia Index.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
1.27 "Monthly Estimated Gene " -the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kwh.
1.28 "Monthly Nameplate Enery" - Nameplate Capacity multiplied by the hours in the applicable
month.
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1.29 "Irlameplafi9._eapagiry" -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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.30 "Net Energv" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement.
l.3l "Estimated Net Ener " - (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) times 100. If this
calculation results in a value greater than 100%, the result of this calculation will be 100%.
1.32 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.33 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.34 "Pricing Adjustment Percentage" - Estimated Net Energy Amount Adjustment Percentage plus
2%. If this calculation results in a value greater than 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90Yo,the result of this calculation will be
90%.
"Prudent Electrica " - 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.
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Grand View PV Solar Four, LLC
1.35
1.36 "Renewable Enerry Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable enerry by the
Facility, and includes all Environmental Atfibutes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh ofNet Energy.
1.37 "Scheduled Operatio " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.3 8 "Schedule 72" - Idaho Power's TariffNo 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.39 "S.ecurity_Depos-lt" - $45 per kW Nameplate Capacrty of the entire Facility.
1.40 "Station Use" - Elecfric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electriclty by the Facility.
"Surplus Enerry" - Is (l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Estimated Net
Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than9}o/o of the monthly Estimated Net Energy Amount for the corresponding
month specified in paragraph 6.2,then all Net Energy delivered by the Facility to the ldaho
Power electrical system for that given month, or (3) all Net Energy produced by the Seller's
Facility and delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date, or (a) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
"Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
l.4l
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Grand View PV Solar Four, LLC
2.2
3.1
3.2
ARTICLE II: NO RELI,ANCE ON IDAHO POWER
Seller Independent lnvestigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safet5r,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Ouali&ing Facilitv Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifring Facility status during the term of
this Agreement and Seller's failure to maintain Qualiffing Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
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3.4
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Solar Project status and associated support
and compliance documents at anytime during the term of this Agreement.
Hourly Energ.v Estimates - Seller warrants that the Hourly Energy Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
enerry production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Enerry Estimates will be
a Material Breach ofthis Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
enerry from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to ldaho Power that all licenses, permits, determinations 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
CFR292.201 et seq. as a certified Qualifring Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forttr in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
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Grand View PV Solar Four, LLC
4.1
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
4.1.5 Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.7 Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GI.A that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.8 Network Resource DesiEnation - Confirm that the Seller's Facility has been designated
as an ldaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(D}.IR) prior to ldaho Power accepting any energy from this Facility. Appendix
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B item 7 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum Capacity Amount and/or if Idaho Power transmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GLA for this Facility.
4.1.8.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can ldaho Power begin the final process of designating
this resource as an ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Energy Date. Therefore, Idaho
Power will begin this process 30 days prior to the Scheduled First Enerry Date
specified in Appendix B of this Agreement and only after ldaho Power has
received confirmation that the GIA requirements have been completed. [f the
Seller estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement the
Seller must notiff ldaho Power of this revised date no later than 30 days prior to
Scheduled First Enerry Date. Under no circumstances will the project be able to
deliver any energy to ldaho Power until such time as Idaho Power has designated
this Facility as an ldaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20) (not
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Grand View PV Solar Four, LLC
5.2
to exceed 20 years) Contract Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75% of the Generation Units planned for this Facility have
achieved their First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
c) 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.
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.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and ldaho Power may
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5.3
5.4
5.5
5.6
5.7
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by ldaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages
within 7 days of when ldaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and tdaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thirly (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XX[, the Seller shall post and maintain
liquid secunty in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by tdaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Enerry Purchase and Delivery - Except when either Party's performance is excused as
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Grand View PV Solar Four, LLC
5.8
6.r
6.2
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Enerry Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
1,314,296
2,003,141
3,196,439
3,961,919
4,568,573
4,858,265
5,1 13,854
4,727,683
3,801,097
2,979,852
l,36l,o2g
1.068.772
38.844,772
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Energy Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Notification Month
Future monthly Estimated Net
Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
August
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
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September November and any future months
October December and any future months
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via return electronic verification of
receipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Energy Amounts.
6.2.3 Idaho Power Adjustment of Estimated Net Enerry Amount - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller
gleclares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Enerry Deliveries is accepted by Idaho Power, the
Estimated Net Energy Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA : Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) tf the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Enerry
Deliveries.
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
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Grand View PV Solar Four, LLC
RSH :Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the current month
Resulting formula being:
Adiusted
Esiimated = NEA
Net Energy
Amount
#, x NEA ) x((r H))
6.3
This Adjusted Estimated Net Enerry Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy.
Failure to Deliver Minimum Estimated Net Enerry Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Energy in any Contract Year in an amount equal to
at least ten percent (10%) of the sum of the Monthly Estimated Generation shall constitute an
event ofdefault.
ARTICLE VII: PURCIIASE PRICE AND METHOD OF PAYMENT
Base Enerry Heavy Load Purchase Price - For all Base Enerry received during Heavy Load
Hours, ldaho Power will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E.
Base EnerBy Light Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the monthly Base Energy Light Load Purchase Price as specified in
Appendix E.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price for that
month, whichever is lower.
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Grand View PV Solar Four, LLC
7.1
7.2
7.3
7.4 Price Adjustment - Upon acceptance of a Seller Adjustnent of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,Idaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing Adjustment Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Energy that exceeds the Monthly Nameplate Energy to ldaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and ldaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to ldaho Power will be disbursed to the Seller within ttrirty (30) days of the date which ldaho
Power receives and accepts the documentation of the monthly Base Enerry and Surplus Enerry
actually delivered to ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
ldaho Power Companv v. Idaho Public Utilities Commission and Afton Enerev. Inc., 107 Idaho
781,693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I 122,695 P.2d l26l (1985), Afton Energy. lnc. v. Idaho Power Company, I 11 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50% of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50oZ ownership of all of the Environmental
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Grand View PV Solar Four, LLC
7.5
7.6
7.7
8.2
Attributes associated with the Facility. Title of 50% Environmental Attributes shall pass to Idaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Enerry to
ldaho Power occurs. Idaho Power's title to 50%o of the Environmental Athibutes shall expire at
the end of the term of this agreement, unless the parties agree to extend in future agreements. If
after the Effective Date any additional Environmental Attributes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50%o of these additional
Environmental Attributes or environmental values that are associated with the Net Enerry
delivered by the Seller to Idaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations ofthe Facility do notjeopardize the current or future
Environmental Attribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
cooperate to enable ldaho Power's Environmental Attributes from this Facility to be
placed into Idaho Power's Western Renewable Energy Generation lnformation System
(*WREGIS") account or any other Environment Atfiibute accounting and tracking
system selected by the ldaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50o/o of the Environmental
Attributes to Idaho Power for the Term of this Agreement. tf the Environmental
Attribute accounting and tracking system initially selected by Idaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
identiff an appropriate alternative Environmental Attribute accounting and tracking
18
Grand View PV Solar Four, LLC
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If Idaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by Idaho Power for those Environmental
Attributes delivered to Idaho Power from the Seller. If the Seller incurs cost, as a result
of ldaho Power's request and if the additional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with tdaho Power in obtaining such certification.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owneci inicrl:onnectioii Facilities so as to allow safc and reliable goneration and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GlA.
ARTICLE X:
METERING. METERING COMMTINICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
19
Grand View PV Solar Four, LLC
energy production, Station Use, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's energy production into the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GLA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph l0.l and 10.2,Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to Idaho Power. Seller shall grant ldaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GIA process and documented in the GI.A. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
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Grand View PV Solar Four, LLC
I1.1
Energy, Station Use, Surplus Energy, lnadvertent Energy and maximum hourly generation in
(kW) and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period of not less than five years.
ll.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 records pertaining to the Seller's Facility
generation, Net Enerry, Station Use, Surplus Enerry, Inadvertent Enerry and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enerev -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Enerry which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.)If enerry deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
if interruption oi energy cieiiveries is aiiowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR $292.304
If temporary disconnection and/or intemrption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If ldaho Power determines that curtailment, intemrption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
system maintenance requirements, emergencies, electrical system
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Grand View PV Solar Four, LLC
b.)
c.)
d.)
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacrty Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If Idaho Power is unable to accept the enerry from this Facility and is not excused from
accepting the Facility's enerry, Idaho Power's damages shall be limited to only the value
of the estimated energy that ldaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Enerry Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
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Grand View PV Solar Four, LLC
t2.4
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Enerry occurred, the Estimated Net Energy Amount
will be adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Enerry Deliveries as provided in
paragraph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries, a descripion of the conditions that caused the
Seller to initiate a Declared Suspension of Energy Deliveries, and the reduced level (kW)
of energy deliveries the Facility is requesting that will be set as the maximum energy
deliveries to ldaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine tdaho Power's acceptance of the described Forced Outage as
qualiffing for a Declared Suspension of Enerry Deliveries as specified in paragraph
12.3.1. ldaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
Scheduled Maintenance - On or before January 3l't 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.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
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Grand View PV Solar Four, LLC
notifies ldaho Power of a change to this 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.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, ldaho 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 XIIL INDEMNIFICATION AND INSTJRANCE
Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
officers, agents, affrliates, 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 indemnifring Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Parly's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, effors or omissions. The indemnifring Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Parly in enforcing this indemnity.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry
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Grand View PV Solar Four, LLC
t3.l
t3.2
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of tdaho Power which, despite the exercise of due diligence,
such Pa4y is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurence.
(2) The suspension of performance shall be of no greater scope and of no longer
ciuration than is require<i by the event oiForce iv{ajeure.
(3) No obligations of either Parly which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurence.
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15.2
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liabilitv. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither parly shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
16.1
ARTICLE XVI: SEVERAL OBLIGATTONS
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, parfrrership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Parly. Each Parly shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WATVER
17.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
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18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
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.
Notice of Default
19.2.1 Defaults. [f either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), t}re non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifuing 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 non-defaulting Parly may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
t9.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defauiis identified in iiiis Agreernent as Material Breaches. Iviaterial Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
ldaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
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l9.l
19.2
19.3
20.1
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of ldaho, 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 / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. ln addition, Seller will supply ldaho Power with
copies of any new or additional permits, licenses or determinations. 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, licenses and
determinations 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 ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
19.3.3
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
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2t.t
22.1
23.t
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A transfer or change in the person or entities who control ten
percent or more of the equity securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior written consent of
ldaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. 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. ldaho Power
shall have the right to be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shaii be vaiid uniess it is in writing anti signed by'ootrh Parties
and subsequently approved by the Commission.
ARTICLE XXTV: 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 lnterconnection Facilities.
ARTICLE XXV: NOTTCES AND AUTHORZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
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24.1
25.t
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, frst-
class, postage prepaid, as follows:
To Seller:
Original document to:
Robert A. Paul
515 N. 27ft Street
Boise,Idaho 83702
(760) 861-l 104
(760) 861-l 104
robertapaul8 @gmail. com
Name:
Address:
Telephone:
Cell:
E-mail:
To ldaho Power:
Original document to:
Vice President Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email: [e-mail]
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail: [e-mail]
Either Parly may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
Authorized Aeent(s)
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25.2
26.1
Name Title
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affrmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order l1246,the Equal Opportunity Clauses contained in 41
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or transmission
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26.2
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Solar Facility Energy Prices
Insurance Requirements
Estimated Hourly Enerry Production
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTEMARTS
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.
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28.1
29.1
ARTICLE XXIX: 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:
ldaho Power Company Grand View PV Solar Four, LLC
By
Lisa A Grow
Sr. Vice President Power Supply
Robert A. Paul
Managing Member
Dated Dated
"Idaho Power"
.5-r.1-\o/Y
"Sel[er"
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APPENDX A
A _1 MONTI{LY POWER PRODUCTTON AND SWITCHTNG REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total enerry production and Station Usage delivered to Idaho Power and the
maximum generated enerry (kW) as recorded on the metering equipment and/or any other required
enerry measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the enerry payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Grand View PV Solar Four, LLC
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCIIING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Output
Station
Usage
*
I
2
3
4
3
6
7
Breaker Ooenins 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 certiff that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
35
Grand View PV Solar Four, LLC
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemefiy equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact lnformation
Project Management
Name:
Telephone Number:
Cell Phone:
E-Mail:
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
E-Mail:
Project On-site Contact information
Name:
Telephone Number:
Cell Phone:
E-Mail:
36
Grand View PV Solar Four, LLC
APPENDIX B
FACILITY AND POINT OF DELTVERY
Project Name: Grand View PV Solar Four
Project Number:
B-I DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
Grand View PV Solar Four is a 20 MW photovoltaic solar energJ facility located 20 miles
southwest of Mountain Home, Idaho. The facility will interconnect at l38kv through a shared
substation with other parties.
Nameplate:20 MW
Yar Capability (Both leading and lagging) Leading is 0.95 Lagging is 0.95.
8.2 LOCATION OF FACILITY
Near: Grand View, Idaho
Actual or nearest physical street address: State Hwy 167 and Fredrickson Road
GPS Coordinates: Latitude Decimal Degrees 43.026
Longitude Decima! Degrees 116.017
State: Idaho County: Elmore
Description of lnterconnection Location: Grand View PV Solar 2, 3 and 4 substation.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November l, 2015 as the Scheduled First Energy Date.
Seller has selected December 15, 2015 as the 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
37
Grand View PV Solar Four, LLC
B-4
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be 20 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GlA. 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.
POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the ldaho Power electrical system. The GI.A will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
ffthe ldaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the [daho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the tdaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the ldaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses GUfh) between the Seller's Facility
and the [daho Power Point of Delivery. This loss calculation will be initially set at 2%o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
38
Grand View PV Solar Four, LLC
B-5
B-6
B-7
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, ldaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an tdaho Power designated network resource ("DNR"). Federal Enerry
Regulatory Commission (*FERC') rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, ldaho Power's
ability to file the DNR application in a timely manner is contingent upon timely reoeipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable ldaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation lnterconnection application, 2) submitted all information required by ldaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can signilicantly impact Idaho Power's ability and cost to attain the DI\R designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
39
Grand View PV Solar Four, LLC
APPENDX C
ENGINEER'S CERTTFTCATTON
OF
OPERATIONS & MATNTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement" between ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility
is the subject of the Agreement
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 _ 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, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
Grand View PV Solar Four, LLC
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
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/her knowledge and therefore sets his/trer hand and seal below.
(P.8. Stamp)
Date
4t
Grand View PV Solar Four, LLC
By
and
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.and hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRangeBoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho 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.
42
Grand View PV Solar Four, LLC
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certif,red inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that 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/her knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
Grand View PV Solar Four, LLC
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Enerry Sales Agreement hereinafter referred to as the
"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 ldaho Power Company Facility No
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-'BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
enerry 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.
44
Grand View PV Solar Four, LLC
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
fumished Interconnection Facilities and other Project facilities and equipment.
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 paragraphS.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/her knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
45
Grand View PV Solar Four, LLC
By
APPENDIX D
FORMS OF LIQUID SECUzuTY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfu the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
Grand View PV Solar Four, LLC
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of tdaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
Grand View PV Solar Four, LLC
APPENDX E
SOLAR FACILTTY ENERGY PRICES
(Prices based upon the energy shape and capacity specified in Appendix G)
E-l Base Energy Purchase Prices - For all Base Energy received during Heavy Load Hours ldaho
Power shall pay the Base Energy Heavy Load Purchase Price specified below and for all Base
Energy received during Light Load Hours Idaho Power shall pay the Base Energy Light Load
Purchase Price specified below. All of these prices are subject to revision as specified within
paragraph7.4.
Base Energy Heavy Load
Purchase Price
(Mills&Wh)
Base Energy Light Load
Purchase Price
(Mills/kwh)
Month./Year
Jan-15
Feb-15
Mar-15
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-I6
Sep-16
Oct-16
Nov-16
Dec-l6
Jan-17
$49.9s
$49.32
$50.27
$40.s0
$48.61
$47.03
$62.s6
$61.09
$ss.80
s49.77
$s 1.62
$s0.e0
$s3.44
$s3.72
$51.26
s48.06
ss0.s7
$s 1.01
s63.69
$64.29
ss8.09
$s6.37
$s7.30
$s8.22
$56.82
48
Grand View PV Solar Four, LLC
s49.57
$s0.21
$47.99
$31.9s
$42.66
s39.14
$s3.27
ss2.0s
s49.79
$49.64
$s0.08
$49.64
$s2.63
$s2.92
$49.09
s46.67
$46.33
s4l.s7
$s8.00
$s9.68
$s4.29
ss6. I s
$s6.49
$s8.99
s56.07
Feb-17
Mar-17
Apr-I7
May-17
Jun-17
Jul-17
Aug-I7
Sep-17
Oct-17
Nov-17
Dec-17
Jan-l 8
Feb-I8
Mar-I8
Apr-18
May-18
Jun-l 8
Jul-I8
Aug-18
Sep-18
Oct-18
Nov-18
Dec-I8
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-l9
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
$ss.87
$s3.87
$49.24
$54. l4
$54.12
$66.78
$67.81
$61.98
s60.08
$60.67
$60.61
$s9.66
$s9.22
$52.36
$s0.36
$s4.9s
$s3.66
$66.40
$70.83
$6s.37
$61.93
s62.s0
$61.93
$61.34
s61.02
$49.23
$48.41
$s3.5s
s54.61
$67.97
$71.60
s66.42
$63.33
$63.s9
$63.27
$64.04
$s7.97
$47.83
$47.29
$s 1.28
$ss.0l
$69.s9
$73.36
$64.60
$64.s0
49
Grand View PV Solar Four, LLC
$54.72
$s2.88
$44.13
$s l.6s
s4s.s l
$60.83
$62.96
s57.2r
$58.7s
$s9.43
$60.40
$58.24
$s6.03
$s0.58
s50.27
$s0.27
$49.79
s66.78
$6s.29
$62.6s
$61.79
$61.89
$61.89
$s6.97
$s7.s8
$48.70
$48.23
$46.98
$48.40
$64.79
$66.08
$o4.) l
$63.2t
$63.2s
$63.27
$62.48
$s6.20
s48.60
$47.08
$46.26
$48.47
$66.22
$66.8s
$s9.70
$64.s 1
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-Z1
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Iwv22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
N{ay-23
Jtn-23
Iul-23
Nrg-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Iul-24
$64.79
$64.ss
s66.0s
$62.27
ss3.63
$49.64
$ss.36
$s8.28
$72.29
$76.44
$67.98
$66.28
$66.67
$66.49
$68.4s
$68.99
$61.09
$54.1s
$s7.80
$62.00
$74.9s
$80.ss
$74.10
$69.80
s69.8s
$70.s7
$71.20
$71.91
$67.s7
$s7.96
$61.73
$63.07
$78.64
$83.41
$78.41
$73.31
$73.38
$74.31
$7s.31
$74.63
$6s.8s
$ss.44
$60.09
s63.1 8
$84.23
50
Grand View PV Solar Four, LLC
$64.s 1
$64.s 1
$6s.s7
$ss.39
$s l .57
$49.63
$49.63
$s0.9s
s68.27
$68.41
$63.76
$66. l 8
$66. l 8
$66.20
$66.89
$66.8s
sss.45
$s4.04
$s3.96
$s4.36
s72.02
s72.94
s69.07
$69.72
$69.72
969.72
$68.48
$69.09
s63.31
$s6.2s
$s8.06
$s7.36
$76.94
$78.37
s72.67
$73.r2
$72.82
$73.22
874.22
$71.03
s63.94
$s4.32
$s4.4s
$s9.22
$80.46
Aug-Z4
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-Z5
Jan-26
Feb-26
Mar-26
Apr-26
May-26
lw-26
Jul-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
-Mar-27
Apr-27
May-27
Jun-27
Jul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
$94.29
$79.82
$76. l3
$76.64
s77.09
s78.47
$77.33
$70.59
ss6.4s
$66.13
$68.81
$91.5s
$96.40
$82.98
s78.78
$80.28
$82.42
$81.96
$81.69
$66.38
$s7.67
$72.19
$71.91
$94.s9
$100.51
$87.96
$82.09
$82.s9
$88.05
$83.9s
$84.s8
$7s.32
$6s.62
$69.01
$76.00
$98.60
$102.97
$90.29
$84.74
$85.23
$93.77
$87.76
$88.01
$71.32
$66.84
51
Grand View PV Solar Four, LLC
$77.98
$77.81
$7s.99
$7s.s9
$7s.99
$78.67
$73.84
$67.80
$54.63
$63.00
$64.32
$81.47
$80.91
$79.4s
$78.67
$78.67
s80.8s
$81 .s0
$80.62
$s8.4s
$s8.1l
$70.89
$67.9s
$83.71
$8s.9s
$84.0s
$81.95
$82.09
$84.16
$82.81
$81.89
D /J.v)
$61.29
$67.s8
$74.42
$87.62
$87.82
$87.0s
$84.53
$84.80
$87.23
$84.01
$84.8s
$71 .s l
$67.44
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jun-29
lul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-3 I
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 1
Oct-31
Nov-31
Dec-31
Jan-32
$76.s7
$7s.s9
$91.96
$90.s3
$91.10
$87.94
$88.21
$92.s 1
$8s.s9
$88.6s
$68.s9
$67. l3
$78.50
$77.80
sl0l.s4
$e3.92
$94.26
$91.28
$91.28
$94.23
$92.20
$90.4s
$7s.83
$61.47
$62.9r
$81.19
$109.1 8
$97.63
$e7.89
$94.59
$94.63
$98.57
st02.49
s96.08
$89.74
$67.s2
$84.26
$8s.37
$r22.76
$102.5 r
$105.53
s101.26
$111.99
$118.89
$107.28
$77.t3
$78.s9
$103.95
$106.91
$93.44
$88.29
$88.78
$103.16
$90.73
$90.74
$78. I s
s64.96
s79.23
$79.30
$114.ss
$117.31
$97.91
$91.40
$92.s3
$103.24
s94.31
s93.70
s79.3s
$6s.77
$70.26
$81.66
$r23.75
s120.06
$101.s8
$94.77
$96.60
s110.76
$108.97
$105.67
$93.49
$75.t2
$93.48
$87.1 s
$140.01
$130. l2
$109.04
s113.26
$l1s.32
$12s.83
$t12.73
52
Grand View PV Solar Four, LLC
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Atg-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
lan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
s97.47
$92.s7
$79.97
$92.88
$88.46
$128.83
sl08.l9
$109.94
sr09.l3
$122.68
$123.88
$109.93
$e9.83
$94.78
$81.81
$9s.10
$90.ss
$132.13
s110.87
$t12.67
$111.84
$12s.80
$127.03
$l12.61
$102.21
$97.01
s83.64
$97.34
$92.6s
$135.48
$r 13.s8
ol lJ.+J
$l14.s8
$128.95
s130.22
$110.52
$101.86
$86.07
$9s.38
$91.03
$152.03
$137.07
sl12.76
$120. l 9
sr24.3s
$127. l 8
$11s.ss
$t13.27
$104.3s
$88.09
$97.68
$93.20
$1s6.03
$140.62
$l1s.s8
$t23.23
$t27.s2
$130.43
s1r8.39
$116.0s
$106.86
$90. I I
$e9.99
$9s.37
$160.09
$r44.22
Dl t6.+J
$126.31
$130.72
$r33.72
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Grand View PV Solar Four, LLC
APPENDX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff tdaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate
this Agreement.
Priorto the First Energy date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
54
Grand View PV Solar Four, LLC
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ALTERNATIVE POWER DEVELOPM ENT
Robert A. Paul
515 N. 27th Street
Boise, ldaho 83702
Ro berta pa ul8@sma i l.com
[phone]
i;r--:'!i r,:-al,.i
,ii'::
, i'i,{Y lZZ(i14
1
May LL,2OL4
Michael Darrington
SR Energy Contracts Coordinator
ldaho Power/Power Supply
1221 West ldaho Street
Boise,ldaho 83702
HAND DELIVERY
Re:Grand View PV Solar Five, LLC
Dear Mr. Darrington:
Last week you provided, what you termed, a draft Energy Sales Agreement (ESA) to Black Sands Solar.
By way of clarification, Black Sands Solar is an authorized assumed business name of Grand View PV
Solar Five, LLC. ln turn, Grand View PV Solar Five, LLC (herein GV5) is wholly owned by Alternative
Power Development Northwest, LLC of which I am the managing member.
Attached hereto you will find three 'originals' of the ESA fully and duly executed by me in my capacity as
managing member of GV5. Three are provided for your convenience; one may be retained for your files,
one may be lodged with the Commission and the final original should be returned to me for our files.
The ESA executed by GV5 includes all of the specific information requested of the project for ldaho
Power to begin accepting deliveries.
While your transmittal email suggested that no contractual obligation of any kind can be created before
the ESA is signed by both parties and is approved by the ldaho PUC, this is contrary to the law regarding
Qualified Facilities under the Public Utilities Regulatory Policies Act (PURPA). By executing and
tendering the attached ESA, GV5 has unequivocally committed GV5 to a legally enforceable obligation to
sell the output of its generation to ldaho Power over the life of the ESA.
GV5 is ready, willing and able to supply power to ldaho Power and has demonstrated the feasibility of
doing so by completing ldaho Power's feasibility study process as well as the system impact study
process. GV5 has completed all of the permitting and site evaluation work to begin supplying power and
has no outstanding issue preventing it from moving forward post haste. GVS's obligations under the
attached ESA would NOT be contingent upon any outside event or approvals.
To reiterate, GV5 is hereby making a binding and unconditional offer to sell its output to ldaho Power.
This comprehensive offer comports with all of the ldaho PUC's rulings on the creation of a legally
enforceable obligation on ldaho Power's part to purchase, and a legally enforceable obligation on the
part of GV5 to sell, all of its output for the life of the ESA.
As you know, the ldaho PUC has just recently recognized in a settlement of a lawsuit against it by the
Federal Energy Regulatory Commission that the legally enforceable obligation relationship between
ldaho Power and GV5 is a valid and common vehicle for QFs to use to compel utilities to purchase the
output of their projects.
We are looking forward a long and mutually beneficial relationship with ldaho Power.
Grand View PV Solar Five, LLC
Robtrth. P-Eul
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GRAND VIEW PV SOLAR FTVE, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Enerry
Term and Operation Date
Purchase and Sale'ofNet Enerry
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
trndemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Si gnatures
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Bngineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Solar Facility Energy Prices
AppendixF - InsuranceRequirements
Appendix G - Estimated Hourly Enerry Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Grand View PV Solar Five. LLC
Project Number:
THIS ENERGY SALES AGREEMENT C'AGREEMENT"), entered into on this I lft day of May
2014 between Grand View PV Solar Five, LLC (Seller), and IDAHO POWER COMPAI.IY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Pa4y."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric enerry
produced by a PURPA Qualifying Facility.
THEREFORE, [n consideration ofthe mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net Energy Amount" -tlre Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Selleq to execute instruments,
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Grand View PV Solar Five, LLC
1.3
t.4
1.5
agreements, certificates, and other documents (collectively'oDocuments") and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer of ttre Seller shall have delivered to ldaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Eneley" - Monthly Net Energy less any Surplus Enerry as calculated in paragraph 1.39.
"Commig5lon" - The Idaho Public Utilities Commission.
"eontract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delav Cure.-@" - 120 days immediately following the Scheduled Operation Date.
"Delay Damages" - ((Current month's Estimated Net Energy Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month's Delay Price.
"Dela,y fenad" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by ldaho Power.
"De-lA@e" - The current month's Mid-Columbia Market Energy Cost minus the current
month's Base Enerry Light Load Purchase Price as specified in Appendix E ofthis Agreement.
If this calculation results in a value less than 0, the result of this calculation will be 0.
"Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by ldaho Power.
"E.Ebgtive.Dglg" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
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Grand View PV Solar Five, LLC
1.6
t,.7
1.8
1.9
l.l0
l.l I
l.l2 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Atfibutes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; Q) Nry avoided emissions of carbon
dioide (COr, methane (CFI4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;l (3)
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Enerry Poliry Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreigrr emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of enerry. Environmental Attributes do not include (i)
any enerry, capaclty, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the invesnnent tax
credit pursuant to Section 1603 of the American Recovery and Reinvestnent Act of 2009, or (iv)
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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Grand View PV Solar Five, LLC
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
1.13 '6fui1iry" - That electric generation facility described in Appendix B of this Agreement.
I . l4 "First Enerry Date" - The day commencing at 00:0 I hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V and after the Seller requested First Enerry
Date.
1.15 "Forced Outage" - a partial or total reduction of a) the Facility's capacrty to produce and/or
deliver Net Enerry to the Point of Delivery, or b) Idaho Powefs ability to accept Net Enerry at
the Point of Delivery for non-economic reasons, as a result of tdaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility
l.16 'oGeneration Interconnec " - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l7 "Generation Unif'- a complete solar pv electrical generation system within the Facility that is
able to generate and deliver enerry to the Point of Delivery independent of other Generation
Units within the same Facility.
l.l8 *Heavy Load Hours" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day,lndependence Day, Labor
Day, Thanksgiving and Christmas.
1.19 "Hourly Energy Estimates" - the hourly enerry estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
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Grand View PV Solar Five, LLC
1.20 "Interconnection Facilities'- All equipment specified in the GLA.
l.2l "Light-Load Houlg" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
1.22 6'LossesD - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and fransmission of energy between the point where the Facility's energy is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.23 "Market Enerry Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Enerry Cost.
1.24 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19,2.2.
1.25 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.26 "Mid- Columbia Market Ener " -82.4Vo of the monthly arithmetic average of the
lntercontinental Exchange ("[CE") daily firm Mid-C Peak Avg and Mid-C OflPeak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Enerry Cost = .824 * ((ICE Mid-C Peak Avg * Heavy
load Hours for each day of the month) + (ICE Mid-C Off-Peak Avg * Light
Load Hours for each day of the month)) / total hours in the month)
If the ICE Mid-Columbia Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia lndex.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
1.27 "Monthly Estimated Gene " - the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kwh.
1.28 "Monthly Nameplate Energy" - Nameplate Capacity multiplied by the hours in the applicable
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Grand View PV Solar Five, LLC
month.
1.29 "Nameplate Capacity" -The full-load elechical 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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.30 'tleLEnelgt''- All of the electric enerry produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
ldaho Power at the Point of Delivery for the full term of the Agreement.
l.3l "Estimated Net Enerey A '- (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) times 100. If this
calculation results in a value greater than 100%, the result of this calculation will be 100%.
l.32..Qpg@,-Thedaycommencingat00:0lhours,MountainTime,followingthedaythat
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.33 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
ldaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the ldaho Power electrical system.
1.34 "Pricing Adustment Percentage,'- Estimated Net Enerry Amount Adjustment Percentage plus
2Yo. If this calculation results in a value greater than 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90o/o,the result of this calculation will be
90%.
1.35 "Prudent Electrical Prdi '- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate elechic equipment lawfully,
safely, dependably, effi ciently and economically.
6
SolarGrand View PV Five, LLC
1.36 "Renewable Enerey Certi 'or "REC" means a certificate, credit, allowance, green tag, or
other tansferable indicia, howsoever entitled, indicating generation of renewable enerry by the
Facility, and includes all Environmental Atributes arising as a result of the generation of
elechicity associated with the REC. One REC represents the Environmental Atfiibutes associated
with the generation of one thousand (1,000) kWh of Net Enerry.
1.37 "Scheduled Operatio '- The date specified in Appendix B when Seller anticipates
achieving the Operation Date. [t is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
I .3 8 "Schedule 72" - ldaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.39 "Seculig-Dlps,it" - $45 per kW Nameplate Capacity of the entire Facility.
1.40 "Station Use" - Elecfric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
l.4l "Sugplgg.-fufEy" - [s (l) Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds I l0% of the monthly Estimated Net
Enerry Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energr
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than90Yo of the monthly Estimated Net Enerry Amount for the corresponding
month specified in paragraph 6.2, then all Net Enerry delivered by the Facility to the tdaho
Power electrical system for that given month, or (3) all Net Energy produced by the Seller's
Facility and delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date, or (4) all monthly Net Enerry that exceeds the Monthly Nameplate Energy.
1.42 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
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Grand View PV Solar Five, LLC
2.1
2.2
3.1
3.2
ARTICLE IL NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Wananty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and tdaho 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, capacrty, adequacy or economic feasibility.
Ouali&ing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in 18 CFR 292.201et seq. 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 Qualifting Facility status will be a Material
Breach of this Agreement. [daho Power reserves the right to review the Facility's Qualifuing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
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Grand View PV Solar Five, LLC
3.3
3.4
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
ldaho Power reserves ttre right to review the Facility's Solar Project status and associated support
and compliance documents at anytime during the term of this Agreement.
Hourly Energ.v Estimates - Seller warrants that the Hourly Enerry Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
enerry production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Enerry Estimates will be
a Material Breach of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Enerry Date and as a condition of Idaho Power's acceptance of deliveries of
enerry from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to ldaho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR 292.201 et seq. as a certified Qualifring Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
'ratdl)LV7 ' -
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and willacknowledge that the attorney
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Grand View PV Solar Five, LLC
4.t
rendering the opinion understands that ldaho Power is relying on said opinion. ldaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confrim with ldaho Power that Commission approval of this
Agreement in a form acceptable to ldaho Power has been received.
4.1.4 Nameplate Capacity - Submit to Idatro Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacrty rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacrty specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
4.1.5 Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 Insurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
4.1.7 Interconnection - Provide written confirmation from ldaho Power's business unit that
administers the GLA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the ldaho Power electrical system.
4.1.8 Network Resource Designation - Confirm that the Seller's Facility has been designated
as an ldaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an ldaho Power Designated Network Resource
(DNR) prior to ldaho Power accepting any energy from this Facility. Appendix
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Grand View PV Solar Five, LLC
B item 7 provides information on the initial application process required to
enable ldaho Power to determine if nerwork transmission capacrty is available for
this Facility's Maximum Capacrty Amount and/or if Idaho Power transmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GLA for this Facility.
4.1.8.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can ldaho Power begin the final process of designating
this resource as an Idaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Enerry Date. Therefore, Idaho
Power will begin this process 30 days prior to the Scheduled First Enerry Date
specified in Appendix B of this Agreement and only after [daho Power has
received confirmation that the GIA requirements have been completed. If the
Seller estimates that the actual First Enerry is expected to be different then the
Scheduled First Enerry Date specified in Appendix B of this Agreement the
Seller must notifr tdaho Power of this revised date no later than 30 days prior to
Scheduled First Enerry Date. Under no circumstances will the project be able to
deliver any energy to Idaho Power until such time as ldaho Power has designated
this Facility as an ldaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of Twenty (20) (nol
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Grand View PV Solar Five, LLC
5.2
to exceed 20 years) Contract Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75% of the Generation Units planned for this Facility have
achieved their First Energy Date.
Seller has demonstrated to ldaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
enerry in a consistent reliable and safe manner.
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.
d) Seller has requested an Operation Date from ldaho 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 tdaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GLA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and ldaho Power may
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Grand View PV Solar Five, LLC
b)
c)
5.3
5.4
5.5
5.6
5.7
5.8
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billine and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damages billing and oayment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and Idaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thifty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XXI, the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by Idaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and tdaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Enerry Purchase and Delivery - Except when either Partyrs performance is excused as
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Grand View PV Solar Five, LLC
6.1
6.2
provided herein, [daho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery.
Estimated Net Enerry Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
657,200
1,002,615
1,594,950
1,932,616
2,285,010
2,430,000
2,557,500
2,270,750
1,900,500
1,419,100
682,502
533.975
19,388,719
6.2.2 Seller's Adjustrnent of Estimated Net Energv Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Enerry Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
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Grand View PV Solar Five, LLC
August
September
October
October and any future months
November and any future months
December and any future months
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via retum elecfonic verification of
receipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Enerry Amounts.
6.2.3 Idaho Power Adjustment of Estimated Net EnerCy Amount - If ldaho Power is excused
from accepting the Seller's Net Enerry as specified in paragraph 12.2.1 or if the Seller
g[eclares a Suspension of Enerry Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Enerry Deliveries is accepted by ldaho Power, the
Estimated Net Enerry Amount as specified in paragraph 6.2 for the specific month in
which the reduetion or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA = Current Month's Estimated Net Enerry Amount (Paragraph 6.2)
SGU = a.) tf ldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
ldaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Enerry
Deliveries.
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Grand View PV Solar Five, LLC
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
pslr : Actual hours the Facility's Net Enerry deliveries were eitherr\urr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
fl,",}H,i",t:NEA (f ffixNEA).(H ))
Amount
This Adjusted Estimated Net Enerry Amount will be used in applicable Surplus Energy
calculations for only the specific montl in which Idaho Power was excused from accepting the
Seller's Net Enerry or the Seller declared a Suspension of Enerry.
6.3 Failure to Deliver Minimum Estimated Net Energ.v Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Enerry in any Contract Year in an amount equal to
at least ten percent (10%) of the sum of the Monthly Estimated Generafion shall constitute an
event of default.
ARTICLE VII PURCIIASE PRICE AND METHOD OF PAYMENT
7.l Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, ldaho Power will pay the mgnthly Base Enerry Heavy Load Purchase Price as specified in
Appendix E.
7.2 Base Energy Light Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the monthly Base Enerry Light toad Purchase Price as specified in
Appendix E.
7.3 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price for that
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7.4
month, whichever is lower.
Price Adjustment - Upon acceptance of a Seller Adjustnent of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Enerry Amounts at which time a new Pricing Adjustment Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Enerry that exceeds the Monthly Nameplate Enerry to ldaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and ldaho Power may tenninate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Enerry and Surplus Enerry pa)ments, less any payments
due to ldaho Power will be disbursed to the Seller within ttrirly (30) days of the date which Idaho
Power receives and accepts the documentation of the monthly Base Enerry and Surplus Enerry
actually delivered to ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
ldaho Power Company v. Idaho Public Utilities Commission and Afton Enerry. Inc., 107 Idaho
781,693 P.zd 427 (1984), [daho Power Company v. ldaho Public Utilities Commission, 107
Idaho I 122,695 P.2d I 261 (1985), Afton Energ$,. Inc. v. Idaho Power Company, I I I Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50% of all of the Environmental Attributes associated
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7.5
7.6
7.7
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental
Auributes associated with the Facility. Title of 50% Environmental Attributes shall pass to Idaho
Power at the same time that transfer of title of the associated Surplus Enerry or Net Energy to
Idaho Power occurs. Idaho Power's title to 50% of the Environmental Arnibutes shall expire at
the end of the term of this agreemen! unless the parties agree to extend in future agreements. If
after the Effective Date any additional Environmental Athibutes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50% of these additional
Environmental Atfibutes or environmental values that are associated with the Net Enerry
delivered by the Seller to Idaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations of the Facility do not jeopardize the current or future
Environmental Attribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Enerry Date, the Parties shall mutually
cooperate to enable ldaho Power's Environmental Attributes from this Facility to be
placed into Idaho Power's Western Renewable Energy Generation Information System
(*WREGIS") account or any other Environment Atribute accounting and tracking
system selected by the Idaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50% of the Environmental
Athibutes to ldaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and nacking system initially selected by tdaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
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,.1
identifu an appropriate alternative Environmental Attribute accounting and hacking
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Enerry Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Parly.
8.2.3 If tdaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by Idaho Power for those Environmental
Attributes delivered to ldaho Power from the Seller. If the Seller incurs cost, as a result
of Idaho Power's requesl and if the additional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If ldaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with ldaho Power in obtaining such certification.
ARTICLE IX: FACTLITY AND INTERCONNECTION
Design of Facility - Seller will design, construc+., install, own, operate and maintain the Faeili{
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GLA.
ARTTCLE X:
METERING. METERING COMMTJNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
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Grand View PV Solar Five, LLC
10.1
10.2
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
enerry production, Station Use, maximum energy deliveries (kW) and any other enerry
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility's energy production into the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GLA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 andthe GLA.
Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant [daho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GLA.
Supervisory Control and Data Acquisition (SCADA) Telemetry - tf the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph l0.l and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
ldaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
lnadvertent Enerry production in a form acceptable to Idaho Power. Seller shall grant Idaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemebry and telecommunications equipment
will be established in the GIA process and documented in the GLA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the GI.A.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
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Grand View PV Solar Five, LLC
10.3
1l.l
location mutually acceptable to the Parties. These records shall include total generation, Net
Enerry, Station Use, Surplus Enerry, Inadvertent Enerry and maximum hourly generation in
(kW) and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period of not less than five years.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the righq during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Enerry, Station Use, Surplus Energy, Inadvertent Enerry and maximum hourly
generation in kW.
ARTICLE XIL OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enerry -
12.2.1 Idatro Power shall be excused from accepting and paying for Net Enerry which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.)lf enerry deliveries are intemrpted due an event of Force Majeure or
Enrnarl f\rfqaavsr&6v.
If interruption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.304
If temporary disconnection and/or intemrption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GI,A.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
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b.)
c.)
d.)
system maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 If, in the reasonable opinion of ldaho Power, SelleCs operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect [daho Power's
equipment, personnel or service to its customers, [daho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as ldaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacrty Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If Idaho Power is unable to accept the enerry from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
enerry prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energ.v Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Enerry (kW) to tdaho
Power from the Facility to not exceed the reduced enerry deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
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Grand View PV Solar Five, LLC
notification as specified in paragraph L2.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Enerry occurred, the Estimated Net Enerry Amount
willbe adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Enerry Deliveries as provided in
paragraph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Enerry Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contac! provide ldaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Enerry Deliveries, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Energy Deliveries, and the reduced level (kW)
of energy deliveries the Facility is requesting that will be set as the manimum energy
deliveries to ldaho Power for the duration of the Declared Suspension of Enerry Delivery
event (not less than 48 hours). ldaho Power will review the documentation provided by
the Seller to determine ldaho Power's acceptance of the described Forced Outage as
quali$ing for a Declared Suspension of Enerry Deliveries as specified in paragraph
12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't 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.
lf the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
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Grand View PV Solar Five, LLC
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this 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.
12.5 Idaho Power Maintenance trnformation - Upon receiving a written request from the Seller, [daho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTTCLE XIII: TNDEMNIFICATION AND INSURANCE
hdemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
offtcers, 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 properly,
proximately caused by the indemnifring Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemniffing Pa(y
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifying Party shall pay all documented costs, including reasonable attorney fees ttrat
may be incurred by the other Party in enforcing this indemnity.
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l3.l
13.2 lnsurance - During the term of this Agreement Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Pa4y is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, sfiikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Pa(y written notice describing
the particulars of the occurrence.
(2) The suspension of performance sha!! be of no greater scope and of no longe-r
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occutrence.
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t5.2
ARTICLE XV: LI,ABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Parly to this Agreement.
Neither parly shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Parly or the public or
affect the status of ldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: 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, parfrrership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII WATVER
Any waiver at any time by either Parly of its rights with respect to a default under this Agreement
or with respect to any other mafters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTTCLE XVITI: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
ldaho without reference to its choice of law provisions.
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Grand View PV Solar Five, LLC
17.t
l8.l
l9.l
19.2
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the Disnict Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
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.
Notice of Default
19.2.1 Defaults. [f either Party fails to perform any of the terms or conditions of this
Agreement (an "event of defaulf'), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifuing 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 non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaiilis identified in this Agreement as Material Breaches. Materia! Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
ldaho Power with the following:
19.3. I Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
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19.3
20.r
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 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 / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho Power with
copies of any new or additional permits, licenses or determinations. 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, licenses and
determinations 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.
ARTTCLE XX: GOVERNMENTAL AUTHORZATION
19.3.3
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
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2t.l
22.t
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Norwithstanding 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 ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A hansfer or change in the person or entities who control ten
percent or more of the equrty securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assigoment of this Agreement requiring prior written consent of
Idaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. 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 entrty that it is exercising such rights or
remedies.
ARTICLE XXIIL MODIFTCATION
23.i No modification to this Agreement shall be valid unless it is in .;rriting and signed by both Parties
and subsequently approved by the Commission.
24.1
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
25.1 Notices - All written notices under this Agreement shall be directed as follows and shall be
29
Grand View PV Solar Five, LLC
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Robert A. Paul
515 N.276 Steet
Boise, tdaho 83702
(760) 861-l 104
(760) 861-1 104
[e-mail]
Name:
Address:
Telephone:
Cell:
E-mail:
To tdaho Power:
Orieinal document to:
Vice President, Power Supply
ldaho Power Company
PO Box 70
Boise, tdaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Parly.
25.2 AuthorizedAgent(s)
30
Grand View PV Solar Five, LLC
Name
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDTTIONS
26.1 Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affrmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. $ 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order ii246, the Equai Opportunity Ciauses contairrei in 4 i
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or transmission
31
Grand View PV Solar Five, LLC
Title
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to ldaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Solar Facility Enerry Prices
Insurance Requirements
Estimated Hourly Enerry Production
ARTTCLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTEMARTS
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.
32
Grand View PV Solar Five, LLC
28.1
29.1
ARTICLE XXIX: 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 rcspective names on the dates set forth below:
Idaho Power Company Grand View PV Solar Five, LLC
By
Lisa A Grow
Sr. Vice President, Power Supply
Robert A. Paul
Managing Member
Dated Dated 5-r?-e./g
'oldaho Power""Seller"
33
Grand View PV Solar Five, LLC
APPENDX A
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
ldaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total enerry production and Station Usage delivered to ldaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
enerry measurements to adequately administer this Agreement. This document shall be tle document to
enable ldaho Power to begin the enerry payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
34
Grand View PV Solar Five, LLC
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTIILY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
0utnut
Station
Usage
*
I
2
3
4
5
6
7
Breaker Openins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certiS that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
35
Grand View PV Solar Five, LLC
A-2 AUTOMATED METER READTNG COLLECTION PROCESS
Monthly, [daho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to enerry production, Station Use, the
maximum generated power (kW) and any other required enerry measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Manaeement
Name:
Cell Phone:
E-Mail:
Telephone Number: [phone]
Robert A. Paul
(760) 861-l 104
[e-mail]
36
Grand View PV Solar Five, LLC
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
Proiect On-site Contact information
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
B-l
APPENDIX B
FACILITY AND POINT OF DELTVERY
Project Name: Grand View PV Solar Five
Project Number:
DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and YAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
Grand View PV Solar Five is a l0 MW photovoltaic solar enerry facility located 20 miles
southwest of Mountain Home, Idaho. The facility will interconnect at the 34.4kV level, see the
Generator Interconnection System Impact Study Report dated March 28,2014 for Q#41I and
Q#418.
Nameplate: l0 MW
Var Capability (Both leading and lagging) Leading is 0.95 Lagging is 0.95
LOCATION OF FACILITY
Near: Grand View, Idaho
Actual or nearest physical street address: Idaho Hwy 167 and Fredrickson Road
GPS Coordinates: Latitude Decimal Degrees 43.026
Longitude Decimal Degrees I16.017
State: Idaho County: Elmore
Description of lnterconnection Location: Reference the GISI Study Report dated March 28,2014.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November I , 201 5 as the Scheduled First Energy Date.
Seller has selected December 15, 2015 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
37
Grand View PV Solar Five, LLC
B-2
B-3
B-4
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be 20 MW which is consistent with the value provided by the Seller to ldaho
Power in accordance with the GLA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any moment in
time.
POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the ldaho Power electical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
8-6 LOSSES
If the ldaho Power Metering equipment is capable of measuring the exact enerry deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the tdaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power elechical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at 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
38
Grand View PV Solar Five, LLC
B-5
B-7
Agreement. [f at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the [daho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource ("DNR"). Federal Enerry
Regulatory Commission (*FERC") rules require ldaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, ldaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable [daho
Power to submit a request for DNR status for this Facility, the Seller shall have l) filed a
Generation lnterconnection application, 2) submitted all information required by ldaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
ldaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can signilicantly impact Idaho Power's abitity and cost to attain the DI\R designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
ofany action or inaction by the Seller.
39
Grand View PV Solar Five, LLC
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATTONS & MAINTENANCE POLICY
The undersigned on behalf of himselflherself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"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 [daho Power Company 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, tdaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to [daho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
Grand View PV Solar Five, LLC
producing at or near the design elechical output, efficiency and plant factor for the full Contact Term of
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineerrs representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
(P.8. Stamp)
Date
4t
Grand View PV Solar Five, LLC
By
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to
"Agreement," between Idaho Power as Buyer, and
as the
datedas Seller,
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as ldaho Power Company Facility No.and hereinafter
referred to as the o'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 enerry
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.
42
Grand View PV Solar Five, LLC
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical outpu! efficiency and plant factor for the remaining
years of the 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/her knowledge and therefore sets hiVher hand and seal below.
@.E. Stamp)
Date
43
Grand View PV Solar Five, LLC
By
The undersigned
APPENDD( C
ENGINEER'S CERTMICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
hereinafter collectively referred to as
behalf of himself/herself
"Engineer", hereby states
and
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 rpviewed the Energy Sales Agreement hereinafter referred to as the
"Agreement", between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section
5.
Township Range Boise Meridian, _ County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
enerry 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.
44
Grand View PV Solar Five, LLC
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 lnterconnection Facilities and other Project facilities and equipment.
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.
ll. That Engineer recognizes that ldaho 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/trer knowledge and therefore sets hiVher hand and seal below.
(P.8. Stamp)
Date
45
Grand View PV Solar Five, LLC
By
APPENDD( D
FORMS OF LIQUTD SECURITY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfu the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial credirworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of [daho Power, provided that any guarantee and/or
Leffer of Credit issued by any other entity with a short-term or long-term invesfrnent grade credit
rating by Standard & Poor's Corporation or Moody's lnvestor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
Grand View PV Solar Five, LLC
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a pa(y that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
Grand View PV Solar Five, LLC
E-l
APPENDX E
SOLAR FACILITY ENERGY PRICES
(Prices based upon the energy shape and capaeity specified in Appendix G)
Base Enerry Purchase Prices - For all Base Energy received during Heavy Load Hours Idaho
Power shall pay the Base Enerry Heavy Load Purchase Price specified below and for all Base
Enerry received during Light Load Hours Idaho Power shall pay the Base Energy Light Load
Purchase Price specified below. All of these prices are subject to revision as specified within
paragraph7.4.
Base Energy Heavy Load
Purchase Price
(Mills/kwh)
Base Enerry Light Load
Purchase Price
(Mills/kwh)
Month,/Year
Jan-15
Feb-I5
Mar-15
Apr-l5
May-l5
Jun-I5
Jul-15
Aug-I5
Sep-I5
Oct-I5
Nov-I5
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
$49.s7
$s0.21
$47.99
$31.9s
$42.66
$39.r4
$s3.27
$s2.0s
$49.79
$49.64
ss0.08
$49.64
$s2.63
$52.92
$49.09
s46.67
$46.33
s4l.s7
$s8.00
$s9.68
$s4.29
$s6.l s
$s6.49
$s8.99
$s6.07
$49.9s
949.32
$s0.27
$40.s0
$48.61
$47.03
$62.56
$61.09
$ss.80
$49.77
$s 1.62
$s0.90
s53.44
$53.72
$51.26
$48.06
$s0.s7
$s 1.01
$63.69
$64.29
ss8.09
$s6.37
$s7.30
$58.22
$s6.82
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Grand View PV Solar Five, LLC
Feb-I7
Mar-17
Apr-I7
May-17
Jun-I7
Jul-17
Aug-17
Sep-I7
Oct-17
Nov-17
Dec-17
Jan-I8
Feb-l8
Mar-18
Apr-18
May-I8
Jun-18
Jul-18
Aug-18
Sep-l 8
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Qan-l O
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
$ss.87
$s3.87
$49.24
ss4.l4
$54. l2
s66.78
$67.81
$61.98
$60.08
$60.67
$60.61
$s9.66
$s9.22
$s2.36
$s0.36
$s4.9s
$s3.66
$66.40
$70.83
$6s.37
$61.93
$62.s0
$61.93
$61.34
$61.02
$49.23
$48.41
$53.s5
$s4.61
$67.97
$71.60
q,RK L)
$63.33
$63.se
$63.2t
$64.04
$s7.97
$47.83
$47.29
$s 1.28
$5s.01
$69.s9
$73.36
$64.60
$64.s0
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Grand View PV Solar Five, LLC
$s4.72
$s2.88
$44. l3
ss l.6s
$4s.sl
$60.83
$62.96
$s7.21
$s8.7s
$s9.43
$60.40
$58.24
$s6.03
$s0.s8
$s0.27
$s0.27
949.79
$66.78
$6s.29
$62.6s
$61.79
$61.89
$61.89
$s6.97
$s7.58
$48.70
$48.23
$46.98
s48.40
$64.79
$66.08
q64 5r
$63.27
$63.2s
$63.27
$62.48
$s6.20
$48.60
$47.08
946.26
$48.47
$66.22
$66.8s
$s9.70
$64.s 1
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-Z1
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jvn-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
Jul-23
Aag-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Iul-24
864.79
$64.ss
$66.0s
$62.27
$s3.63
$49.64
$ss.36
$s8.28
$72.29
$76.44
$67.98
$66.28
$66.67
s66.49
$68.4s
$68.99
$61.09
$s4.1s
ss7.80
$62.00
$74.9s
$80.ss
$74. l0
$69.80
$69.8s
$70.s7
$71.20
$71.91
$67.57
$s7.96
$61.73
$63.07
s78.64
s83.41
$78.41
$73.31
$73.38
$74.31
$75.31
$74.63
$6s.8s
s5s.44
s60.09
$63. I 8
$84.23
50
Grand View PV Solar Five, LLC
$64.s 1
$64.s 1
$6s.s7
$ss.39
$s 1.57
$49.63
s49.63
$s0.9s
s68.27
s68.41
$63.76
$66.18
$66.18
s66.20
$66.89
$66.8s
$ss.45
$s4.04
$s3.96
$s4.36
$72.02
$72.94
$69.07
$69.72
$69.72
$69.t2
$68.48
$69.09
s63.31
$s6.2s
$s8.06
$s7.36
$76.94
$78.37
872.67
s73. l2
$72.82
$73.22
$74.22
$71.03
$63.94
$s4.32
$s4.4s
$s9.22
$80.46
Aug-24
Sep-24
Oct-Z4
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-z5
Nov-25
Dec-25
Jm-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
lul-26
Aug-26
Sep-26
Oct-26
Nov-26
bc-26
Jan-27
Feb-27
Vrar-27
Apr-27
May-27
Jwr-27
lul-21
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
$94.29
$79.82
$76.13
$76.64
$77.09
$78.47
$77.33
$70.s9
$56.4s
$66.13
$68.81
s9l.ss
s96.40
$82.98
$78.78
$80.28
$82.42
$81.96
$81.69
$66.38
$s7.67
$72.19
$71.91
$94.s9
sl00.s l
$87.96
$82.09
$82.s9
$88.0s
$83.9s
$84.s8
61P a^I I J.JZ
$6s.62
$69.01
$76.00
$98.60
$102.97
$90.29
$84.74
$8s.23
$93.77
$87.76
$88.01
$71.32
$66.84
5t
Grand View PV Solar Five, LLC
$77.98
$77.81
$7s.99
$7s.s9
s7s.99
s78.67
$73.84
$67.80
$s4.63
$63.00
$64.32
$81.47
$80.91
$79.4s
$78.67
$78.67
$80.8s
$81.s0
$80.62
$58.4s
$58.1I
$70.89
$67.9s
$83.71
s8s.9s
s84.0s
$81.9s
$82.09
$84.16
s82.81
s81.89
Q?2 (l<
$6r.29
$67.s8
974.42
887.62
$87.82
$87.05
$84.s3
$84.80
s87.23
s84.01
$84.8s
$71.s I
$67.44
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jw-29
Jul-29
Atg-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-3 I
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 I
Oct-31
Nov-31
Dec-31
Jan-32
$76.s7
$7s.59
$91.96
$90.s3
$91.10
$87.94
$88.21
$92.s 1
$8s.s9
$88.6s
$68.s9
$67.13
$78.50
$77.80
sl0t.s4
$93.92
$94.26
$91.28
$91.28
$94.23
$92.20
$90.4s
$7s.83
$61.47
$62.91
$81.19
$109. I 8
$97.63
$97.89
$94.s9
$94.63
$98.s7
$r02.49
$96.08
$89.74
867.52
$84.26
$8s.37
$122.76
$l02.s l
$ 10s.53
$ 101.26
$l l r.99
$l r8.89
$107.28
$77.13
$78.s9
$103.9s
$106.91
$93.44
$88.29
$88.78
$103.16
$90.73
$90.74
$78. ls
$64.96
$79.23
$79.30
$l14.5s
$l r7.31
$97.91
$91.40
$92.s3
$103.24
$94.31
$93.70
$79.35
$6s.77
$70.26
$81.66
$123.7s
$120.06
$101.58
$94.77
$96.60
$110.76
$108.97
$10s.67
$93.49
$7s. l2
$93.48
$87.1s
$140.01
$130. l2
$109.04
$113.26
$l1s.32
sl2s.83
$112.73
52
Grand View PV Solar Five, LLC
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Ian-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
D$p-J+
Oct-34
Nov-34
Dec-34
$97.47
$92.s7
$79.97
s92.88
$88.46
$ 128.83
$108.19
$109.94
$109.13
$122.68
$123.88
$109.93
s99.83
$94.78
$81.81
s95.10
$90.ss
$132.13
$r 10.87
$112.67
st I 1.84
$r2s.80
$127.03
sl12.61
$102.21
$97.01
s83.64
$97.34
$92.6s
sl3s.48
$113.58
llll</t2
$l14.s8
$128.95
$130.22
$r 10.52
$101.86
$86.07
$9s.38
$91.03
$ 1s2.03
$ 137.07
$r12.76
$120.19
$124.3s
$r27.18
$l1s.55
$113.27
$104.35
$88.09
$97.68
$93.20
$ 156.03
$140.62
$l1s.58
$r23.23
$r27.52
$130.43
sl 18.39
$l16.0s
$106.86
$90.1 l
$99.99
$9s.37
$160.09
$r44.22
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$126.31
$130.72
$133.72
53
Grand View PV Solar Five, LLC
APPENDTX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements :
L All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately noti$ Idaho Power in writing. This notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and ldaho Power may terminate
this Agreement.
Prior to the First Enerry date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of tdaho
Power Company and list ldaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance for both bodily injury and properly damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
prope(y.
54
Grand View PV Solar Five, LLC
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ALTERNATIVE POWER DEVELOPM ENT
RobertA. Paul
515 N. 27th Street
Boise, ldaho 83702
Roberta pa ul8@gma il.com
[phone] i: i'- , I ri il:l il
, t,lAY I 2 ?.Ai4 ,;.i,-.1 , ,i I
'xMW*-BI€**J
May !L,2OL4
Michael Darrington
SR Energy Contracts Coordinator
ldaho Power/Power Supply
1221West ldaho Street
Boise,ldaho 83702
HAND DELIVERY
Re:Grand View PV Solar Five A, LLC
Dear Mr. Darrington:
Last week you provided, what you termed, a draft Energy Sales Agreement (ESA) to Black Sands Solar.
By way of clarification, Black Sands Solar is an authorized assumed business name of Grand View PV
Solar Five A, LLC. ln turn, Grand View PV Solar Five A, LLC (herein GV5A) is wholly owned by Alternative
Power Development Northwest, LLC of which I am the managing member.
Attached hereto you will find three 'originals' of the ESA fully and duly executed by me in my capacity as
managing member of GV5A. Three are provided for your convenience; one may be retained for your
files, one may be lodged with the Commission and the final original should be returned to me for our
files. The ESA executed by GV5A includes all of the specific information requested of the project for
ldaho Power to begin accepting deliveries.
While your transmittal email suggested that no contractual obligation of any kind can be created before
the ESA is signed by both parties and is approved by the ldaho PUC, this is contrary to the law regarding
Qualified Facilities under the Public Utilities Regulatory Policies Act (PURPA). By executing and
tendering the attached ESA, GV5A has unequivocally committed GVSA to a legally enforceable obligation
to sell the output of its generation to ldaho Power over the life of the ESA.
GV5 is ready, willing and able to supply power to ldaho Power and has demonstrated the feasibility of
doing so by completing ldaho Powe/s feasibility study process as well as the system impact study
process. GVS has completed all of the permitting and site evaluation work to begin supplying power and
has no outstanding issue preventing it from moving forward post haste. GVSA's obligations under the
attached ESA would NOT be contingent upon any outside event or approvals.
To reiterate, GV5A is hereby making a binding and unconditional offer to sell its output to ldaho Power.
This comprehensive offer comports with all of the ldaho PUC's rulings on the creation of a legally
enforceable obligation on ldaho Powe/s part to purchase, and a legally enforceable obligation on the
part of GV5A to sell, all of its output for the life of the ESA.
As you know, the ldaho PUC has just recently recognized in a settlement of a lawsuit against it by the
Federal Energy Regulatory Commission that the legally enforceable obligation relationship between
ldaho Power and GVSA is a valid and common vehicle for QFs to use to compel utilities to purchase the
output of their projects.
We are looking fonuard a long and mutually beneficial relationship with ldaho Power.
Managing Member
Grand View PV Solar Five 4 LLC
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GRAND VIEW PV SOLAR FTVE A, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Enerry
Term and Operation Date
Purchase and Sale of Net Enerry
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering Metering Communications and SCADA Telemety
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Ta>res
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Solar Facility Enerry Prices
Appendix F Insurance Requirements
Appendix G - Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Grand View PV Solar Five A. LLC
Project Number:
THIS ENERGY SALES AGREEMENT C'AGREEMENT-), entered into on this I lft day of May
2014 between Grand View PV Solar Five A, LLC (Seller), and IDAHO POWER COMPANY, an ldaho
corporation (Idaho Power), hereinafter sometimes refened to collectively as "Parties" or individually as
"Pa4y.'
WITNESSETH:
WHEREAS, Seller will design, construct own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric enerry
produced by a PURPA Qualiffing Facility.
TI{EREFORE, [n consideration of the mufual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITTONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Adusted Estimated Net E ' - the Estimated Net Enerry Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
1
Grand View PV Solar Five A, LLC
1.3
t.4
1.5
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized offrcer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such penion is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.39.
"e@igsign" - 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.
"Dgl4gCurg Period" - 120 days immediately following the Scheduled Operation Date.
"Dglay_Dam4geg" - ((Current month's Estimated Net Enerry Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the curent month's Delay Price.
1.6
1.7
1.8 "Delg@d" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.9 'oDelay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's Base Energy Light Load Purchase Price as specified in Appendix E ofthis Agreement.
lf this calculation results in a value less than 0, the result of ttris calculation will be 0.
1.10 "Designated Dispatch F " - ldaho Power's Load Serving Operations, or any subsequent
group designated by ldaho Power.
I . I I "Effective Date" - The date stated in the opening paragraph of this Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
2
Grand View PV Solar Five A, LLC
l.l2 "Environmental Atftib " - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other polluants; (2) any avoided emissions of carbon
dioxide (COr, methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atnosphere;t 131
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Enerry Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and intemational or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents.the Environmental
Attributes associated with one (l) MWh of enerry. Environmental Attributes do not include (i)
any enerry, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment til(
credit pursuant to Section 1603 of the American Recovery and Reinvestnent Act of 2009, or (iv)
' Auoided emissions may or may not have any value for GHG compliance puposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
aJ
Grand View PV Solar Five A, LLC
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
l.13 "Facility" - That electric generation facility described in Appendix B of this Agreement.
l.l4 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
I . 15 "Forced Ogtagg" - a partial or total reduction of a) the Facility's capaclty 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: l)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or constuction of the Facility or
electrical lines required to serve this Facility.
Ll6 "Generation Interconnection '- The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l7 o'Generation UBit" - a complete solar pv electrical generation system within the Facility that is
able to generate and deliver energJ to the Point of Delivery independent of other Generation
Units within the same Facility.
Ll8 "Hg4151loac!-Heuf5" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
l.19 "Hourly Energv Estimates" - the hourly energy estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
4
Grand View PV Solar Five A, LLC
1.20 "Interconnection Facilities'- All equipment specified in the GLA.
l.2l "Light Load Hours" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
1.22 "Losses" - The loss of electrical enerry expressed in kilowatt hours (kWh) occurring as a result
of the fansformation and transmission of energy between the point where the Facility's enerry is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.23 "Market Enerey Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.24 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.25 "Maximum Capacity Amount" - The maximum capacrty (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.26 "Mid- Columbia Market Enerry '.- 82.4yo of the monthly arithmetic average of the
lntercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Enerry Cost = .824 * ((ICE Mid-C Peak Avg * Heavy
l,oad Hours for each day of the month) + (ICE Mid-C Off-Peak Avg * Light
Load Hours for each day of the month)) / total hours in the month)
If the ICE Mid-Columbia lndex reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia Index.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
1.27 "Monthly Estimated Gen '- the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kWh.
l-28 'oMonthly Nameplate Enerry" -Nameplate Capacity multiplied by the hours in the applicable
month.
5
Grand View PV Solar Five A, LLC
t.29 "fuplate-Qgpagjly" -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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
"Net Enere.y" - All of the electric enerry produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement.
"Estimated Net Energy Am " - (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) times 100. If this
calculation results in a value greater than 100%, the result of this calculation will be 100%.
"Qperation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.30
1.31
1.32
1.33 "P@._ef-Deliyery" - The location specified in the GLA and referenced in Appendix B, where
ldaho Power's and the Seller's electrical facilities are interconnected and the enerry from this
Facility is delivered to the Idaho Power electrical system.
1.34 "Pricing Adustment Peroen '- Estimated Net Enerry Amount Adjustment Percentage plus
ZYu If this calculation results in a value greater than 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90%o,the result of this calculation will be
90o/o.
1.35 "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.
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Grand View PV Solar Five A, LLC
1.36 "Renewable Energy Certific#'or "REC" means a certificate, credit, allowance, green ta& or
other transferable indicia, howsoever entitled, indicating generation of renewable enerry by the
Facility, and includes all Environmental Arnibutes arising as a result of the generation of
elecnicity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.37 "Scheduled Operatio '- The date specified in Appendix B when Seller anticipates
achieving the Operation Date. [t is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
I .3 8 "Schedule 72" - Idaho Power's Tariff No l0l , Schedule 72 or its successor schedules as
approved by the Commission.
1.39 o'&curiElDgpsts;[" - $45 per kW Nameplate Capacrty of the entire Facility.
1.40 "&ion U!9" - Electic enerry that is used to operate equipment that is auxiliary or otherwise
related to the production of electricrff by the Facility.
l.4l "Sumlus Enerry" - [s (l) Net Enerry produced by the Seller's Facility and delivered to the tdaho
Power electrical system during the month which exceeds I l0% of the monthly Estimated Net
Enerry Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month is less than 90% of the monthly Estimated Net Enerry Amount for the corresponding
month specified in paragraph 6.2, then all Net Enerry delivered by the Facility to the ldaho
Power electrical system for that given month, or (3) all Net Energy produced by the Seller's
Facility and delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date, or (4) all monthly Net Enerry that exceeds the Monthly Nameplate Energy.
1.42 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
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Grand View PV Solar Five A, LLC
2.1
2.2
3.1
3.2
ARTICLE II: NO RELI,ANCE ON IDAHO POWER
Seller lndegendent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller lndependent 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 IIL WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by [daho
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, capacrty, adequacy or economic feasibility.
Oualifuing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et seq. 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 Qualiffing Facility status will be a Material
Breach of this Agreement. ldaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
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Grand View PV Solar Five A, LLC
3.3
3.4
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Solar Project status and associated support
and compliance documents at anytime during the term of this Agreement.
Hourly Energ.v Estimates - Seller warrants that the Hourly Enerry Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
enerry production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and
any other information available. Material deviations from these Hourly Enerry Estimates will be
a Material Breach of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
enerry from the Seller under this Agreement Seller shall:
4.1.1 Submit proof to [daho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR292.201 et seq. as a certified Qualiffing Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of [daho providing an opinion that
Seller's licenses, permits, determinations 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 ofthe Opinion Letter. The Opinion Letter
will be in a form acceptable to ldaho Power and will acknowledge that the attorney
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Grand View PV Solar Five A, LLC
4.1
rendering the opinion understands that ldaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to Idatro Power has been received.
4.1.4 Nameplate Capacitv - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacrty rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacrty specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
4.L5 Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 lnsurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
4.1.7 lnterconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the tdaho Power electrical system.
4.1.8 Network Resource Designation - Confirm that the Seller's Facility has been designated
as an Idaho Power network resource capable of delivering enerry up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(DNR) prior to ldaho Power accepting any energy from this Facility. Appendix
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Grand View PV Solar Five A, LLC
B item 7 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum Capacrty Amount and/or if tdaho Power fransmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GLA for this Facility.
4.1.8.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can ldaho Power begin the final process of designating
this resource as an ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Energy Date. Therefore, ldaho
Power will begin this process 30 days prior to the Scheduled First Enerry Date
specified in Appendix B ofthis Agreement and only after ldaho Power has
received confirmation that the GIA requirements have been completed. If the
Seller estimates that the actual First Enerry is expected to be different then the
Scheduled First Enerry Date specified in Appendix B of this Agreement the
Seller must notifu tdaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the project be able to
deliver any enerry to [daho Power until such time as Idaho Power has designated
this Facility as an Idaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from ldaho Power ihat aii
conditions to acceptance of enerry have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of Twenty (20'1 (not
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Grand View PV Solar Five A, LLC
5.1
5.2
to exceed 20 years) Contract Years from the Operation Date.
Operation Date - A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75% of the Generation Units planned for this Facility have
achieved their First Energy Date.
b) Seller has demonstrated to ldaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
enerry in a consistent, reliable and safe manner.
c) 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.
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.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and fransmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that ry!-caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and Idaho Power may
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Grand View PV Solar Five A, LLC
5.3
5.4
5.5
5.6
5.7
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billing and pavment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within l5 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and tdaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thirly (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XX[ the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by tdaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
ARTICLE VL PURCFIASE AND SALE OF NET ENERGY
Net Enerey Purchase and Delivery - Except when either Pafty's performance is excused as
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Grand View PV Solar Five A, LLC
5.8
6.1
6.2
provided herein, [daho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Energy Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
657,200
1,002,615
1,594,950
1,932,616
2,295,010
2,430,000
2,557,500
2,270,750
1,900,500
1,419,100
682,502
s33.975
19,388,719
6.2.2 Seller's Adjustment of Estimated Net Enerey Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Enerry Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Notification Month
Future monthly Estimated Net
Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
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Grand View PV Solar Five A, LLC
August
September
October
October and any future months
November and any future months
December and any future months
a.) This written notice must be provided to Idaho Power in accordance with paragaph
25.1 or by electronic notice provided and verified via return electonic verification of
receipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changed Estimated Net Enerry Amounts
will be deemed to be an election of no change from the most rccently provided
Estimated Net Enerry Amounts.
6.2.3 Idaho Power Adjustment of Estimated Net Enerry Amount - If [daho Power is excused
from accepting the Seller's Net Enerry as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Enerry Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by ldaho Power, the
Estimated Net Energy Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA :
SGU =
Current Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If tdaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) tf the Seller declares a Suspension of Enerry Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Enerry
Deliveries.
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Grand View PV Solar Five A, LLC
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
per{ : Actual hours the Facility's Net Enerry deliveries were eitherr\urr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resultine formula beine:
$f;;1i.S
= NEA ( t'*,* x NEA ), ( u# ) )
Amount
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Enerry
calculations for only the specific month in which [daho Power was excused from accepting the
Seller's Net Enerry or the Seller declared a Suspension of Enerry.
6.3 Failure to Deliver Minimum Estimated Net Enerry Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Enerry in any Contract Year in an amount equal to
at least ten percent (10%) of the sum of the Monthly Estimated Generation shall constitute an
event of default.
ARTICLE VIL PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base Enerry Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly Base Enerry Heavy Load Purchase Price as specified in
Appendix E.
7.2 Base Enerry Light Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the monthly Base Enerry Light Load Purchase Price as specified in
Appendix E.
7.3 Surplus Enerry Price - For all Surplus Enerry, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price for that
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Grand View PV Solar Five A, LLC
7.4
month, whichever is lower.
Price Adjustment - Upon acceptance of a Seller Adjustnent of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustnent and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Enerry Amounts at which time a new Pricing Adjustment Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Enerry that exceeds the Monthly Nameplate Energy to [daho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and ldaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occured.
Payment Due Date - Undisputed Base Enerry and Surplus Enerry payments, less any payments
due to ldaho Power will be disbursed to the Seller within thirly (30) days of the date which tdaho
Power receives and accepts the documentation of the monthly Base Energy and Surplus Enerry
actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enerry. lnc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Company v. ldaho Public Utilities Commission, 107
Idaho I 122,695 P.zd l26l (1985), Afton Energy. Inc. v. ldaho Power Company, I I I tdaho 925,
729 P.Zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTTCLE VTII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50o/o of all of the Environmental Attributes associated
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Grand View PV Solar Five A, LLC
7.5
7.6
7.7
8.2
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental
Atkibutes associated with the Facility. Title of 50% Environmental Attributes shall pass to Idaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Energy to
Idaho Power occurs. Idaho Power's title to S}Yoof the Environmental Attributes shall expire at
the end of the term of this agreement, unless the parties agree to extend in future agreements. If
after the Effective Date any additional Environmental Attributes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50%o of these additional
Environmental Attributes or environmental values that are associated with the Net Energy
delivered by the Seller to Idaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations ofthe Facility do notjeopardize the current or future
Environmental Attribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
cooperate to enable ldaho Power's Environmental Attributes from this Facility to be
placed into Idaho Power's Western Renewable Energy Generation Information System
(*WREGIS") account or any other Environment Athibute accounting and nacking
system selected by the [daho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50% of the Environmental
Attributes to Idaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and tracking system initially selected by Idaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
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Grand View PV Solar Five A, LLC
9.1
identifr an appropriate altemative Environmental Attribute accounting and tracking
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Enerry Policy Act of 1992 or
under any applicable program the 50% of the Environmental Atributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Pa(y.
8.2.3 If tdaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Auribute certifications required by ldaho Power for those Environmental
Attributes delivered to [daho Power from the Seller. If the Seller incurs cost, as a result
of ldaho Power's request and if the additional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with Idaho Power in obtaining such certification.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of FaciiiB - Seiier will design, corrstruct, install, own, operate and maintain tle Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the ldaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
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Grand View PV Solar Five A, LLC
t0.r
t0.2
capable of measuring, recording, retieving and reporting the Facility's hourly gross electrical
energy production, Station Use, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that ldaho Power needs to administerthis Agreement and
integrate this Facility's energy production into the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 andthe GIA.
Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
fransmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GLA.
Supervisory Control and Data Acquisition (SCADA) Telemety - tf the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph l0.l and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Enerry and
lnadvertent Enerry production in a form acceptable to ldaho Power. Seller shall grant Idaho
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GIA process and documented in the GIA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the GLA.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
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Grand View PV Solar Five A, LLC
10.3
I l.l
location mutually acceptable to the Parties. These records shall include total generation, Net
Enerry, Station Use, Surplus Energy, Inadvertent Enerry and maximum hourly generation in
(kW) and be records in a form and content acceptable to ldaho Power. Monthly records shall be
retained for a period of not less than five years.
ll.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 records pertaining to the Seller's Facility
generation, Net Enerry, Station Use, Surplus Enerry, Inadvertent Enerry and maximum hourly
generation in kW.
ARTICLE XIL OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enerry -
12.2.1 ldaho Power shall be excused from accepting and paying for Net Enerry which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.)lf energy deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
If interruption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR i292304
If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GI,A.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
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Grand View PV Solar Five A, LLC
b.)
c.)
d.)
system maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 tf, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
lnterconnection Facilities is unsafe or may otherwise adversely affect ldaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no cincumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If ldaho Power is unable to accept the enerry from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that tdaho Power was unable to accept valued at the applicable
enerry prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 tf the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Enerry Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Enerry (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Enerry Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
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Grand View PV Solar Five A, LLC
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Energy occurred, the Estimated Net Enerry Amount
will be adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Enerry Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Enerry Deliveries, a descripion of the conditions that caused the
Seller to initiate a Declared Suspension of Enerry Deliveries, and the reduced level (kW)
of enerry deliveries the Facility is requesting that will be set as the maximum energJ
deliveries to ldaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
qualifuing for a Declared Suspension of Enerry Deliveries as specified in paragraph
12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the frst calendar year and include a statement
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Grand View PV Solar Five A, LLC
12.5
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies ldaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, ldaho Power system requirements and the Seller's preferred
schedule. Neither Pafty shall unreasonably withhold acceptance of the proposed maintenance
schedule.
Idaho Power Maintenance Information - Upon receiving a written request from the Seller, tdaho
Power shall provide publically available information in regards to ldaho Power planned
maintenance information that may impact the Facility.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energJ deliveries to
Idaho Power.
ARTICLE XIII: INDEMNIFICATION 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, (a) construction, ownership, operation or
maintenance of or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemniffing Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
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Grand View PV Solar Five A, LLC
12.6
l3.l
13.2 l:nsurance - During the term of this Agreemenl Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
As used in.this Agreement, "Force Majeure" or o'an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, sfiikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. [f either Parly 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
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurence.
(2) The suspensiorr of performance shall be of nc greater sccpe and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurence.
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l4. r
16. I
ARTICLE XV: LI,ABILITY: DEDICATION
l5.l Limitation of Liabilitv. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVT: 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 cotlective. Nothing contained
in this Agreement shall ever be construed to create an association, trus! partnership orjoint
venture or impose a tust or partnership duty, obligation or liability on or with regard to either
Party. Each Pa(y shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
Any waiver at any time by either Parly of its rights with respect to a default under this Agreement
or with rcspect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
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.
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t7.1
l8.l
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
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.
Notice of Default
lg.2.I Defaults. If either Party fails to perform any of the terms or conditions of this
l9.l
t9_2
t9.2.2
Agreement (an "event of defaulf'), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifling 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 non-defaulting Parly may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to <ieiauits irieniifieri in ^rhis Agreement as l'{aterial Breaches. }dateria! Breaches nnust
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Miterial Breach.
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Grand View PV Solar Five A, LLC
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of ldaho, whieh
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
19.3.3 Licenses / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho Power with
copies of any new or additional permits, licenses or determinations. At least every
fifth Conhact Year, Seller will update the documentation described in Paragraph 4.1.1.
If at any time Seller fails to maintain compliance with the permits, licenses and
determinations 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 ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only 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.
21.1
ARTICLE XXIL SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
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Grand View PV Solar Five A, LLC
22.1
??l
24.t
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any parly which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its elecftic 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. A transfer or change in the person or entities who control ten
percent or more of the equity securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior writte'n consent of
ldaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. 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 entrty that it is exercising such rights or
remedies.
ARTICLE XXIII: MODIFICATION
N.o modification to this Agreement shal! be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taces and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
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Grand View PV Solar Five A, LLC
25.1
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Robert A. Paul
515 N.276 Sneet
Boise, tdaho 83702
(760) 86r-1 104
(760) 861-l 104
robertapaul8 @gmail. com
Name:
Address:
Telephone:
Cell:
E-mail:
To ldaho Power:
Original document to:
Vice President Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Emai I : lgrow@ idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho PowerCompany
PO Box 70
Boise, tdaho 83707
E-mai I : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAEnt(s)
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Grand View PV Solar Five A, LLC
Name
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equalemployment oppotunity, small business, and affrmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order I 1246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4 i
C.F.R. 60-1.4, 4l C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or kansmission
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Grand View PV Solar Five A, LLC
Title
26.1
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
This Agreement includes the following appendices, which are attached hereto and included by
reference:
26.3
27.1
28. I
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Solar Facility Energr Prices
Insurance Requirements
Estimated Hourly Energy Production
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COLINTERPARTS
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.
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29.t
ARTICLE XXX: ENTIRE AGREEMEN1
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:
ldaho Power Company Grand View PV Solar Five A, LLC
By
Dated
Lisa A Grow
Sr. Vice President, Power Supply
Robert A. Paul
Managing Member
5-r1-uor{Dated
"[daho Power""Seller"
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Grand View PV Solar Five A, LLC
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
Athr: Cogeneration and SmallPower Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated enerry (kW) as recorded on the metering equipment and/or any other required
enerry measurements to adequately administer this Agreement. This document shall be the document to
enable ldaho Power to begin the enerry payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Grand View PV Solar Five A, LLC
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTTILY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Marimum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outout
Station
Usaqe
*
I
2
3
4
5
6
7
Breaker Ooening 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 Energy Sales
Agreement to which I am a Party.
Signature
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Grand View PV Solar Five A, LLC
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the [daho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at l2:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to enerry production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A.3 SELLER CONTACT TNFORMATION
Seller' s Contact lnformation
Project Management
Name:Robert A. Paul
Telephone Number: [phone]
Cell Phone:
E-Mail:
(760) 861-l r04
robertapaul 8@gmail. com
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
Project On-site Contact information
Name:
Telephone Number:
Cell Phone:
E-Mail:
To be Provided
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Grand View PV Solar Five A, LLC
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Grand View PV Solar Five A
Project Number:
B-1 DESCRIPTION OF FACTLITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in tlrc Facility.)
Grand View PV Solar Five A is a 10 MW photovoltaic solar enerry facility located 20 miles
southwest of Mountain Home, Idaho. The facility will interconnect at the 34.4kV level, see the
Generator Interconnection System Impact Study Report dated March 28,2014 for Q#4ll and
Q#418.
Nameplate: l0 MW
Var Capability (Both leading and lagging) Leading is 0.95 Lagging is 0.95
B-2 LOCATION OF FACILITY
Near: Grand View, Idaho
Actual or nearest physical street address: Idaho Hwy 167 and Fredrickson Road
GPS Coordinates: Latitude Decimal Degrees 43.026
Longitude Decimal Degrees I16.017
State: Idaho County: Elmore
Description of Interconnection Location: Reference the GISI Study Report dated March 28,2014.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1,2015 as the Scheduled First Energy Date.
Seller has selected December 15, 2015 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
37
Grand View PV Solar Five A, LLC
B-4
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be 20 MW which is consistent with the value provided by the Seller to ldaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any moment in
time.
POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the ldaho Power electical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact enerry 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 tdaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the ldaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the enerry losses (k!Vh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at ZYo of the
kWh enerry production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho Power with the elechical equipment specifications (bansformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
ldaho 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
38
Grand View PV Solar Five A, LLC
B-5
B-6
Agreement. [f at any time during the term of this Agreement, ldaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
8.7 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an ldaho Power designated network resource ("DNR"). Federal Enerry
Regulatory Commission (*FERC") rules require ldaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to the Sellor's Faoility, Idaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable ldaho
Power to submit a request for DNR status for this Facility, the Seller shall have l) filed a
Generation [nterconnection application, 2) submitted all information required by Idaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can significantly impact Idaho Power's abitity and cost to attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
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Grand View PV Solar Five A, LLC
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATTONS & MAINTENANCE POLICY
The undersigned , or behalf of himself/trerself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"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 Idaho Power Company Facility No.and is
hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical enerry
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
Grand View PV Solar Five A, LLC
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
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/her knowledge and therefore sets hiVher hand and seal below.
(P.8. Stamp)
Date
4t
Grand View PV Solar Five A, LLC
By
APPENDX C
ENGTNEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himselfltrerself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as ldaho Power Company Facility No.
is the subject of the Agreement
and hereinafter
referred to as the "Projecf'.
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 [daho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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Grand View PV Solar Five A, LLC
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that 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
hiVher knowledge and therefore sets hiVher hand and seal below.
(P.E. Stamp)
Grand View PV Solar Five A, LLC
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
to as "Engineer", hereby states andhereinafter collectively referred
certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of tdaho.
2. That Engineer has reviewed the Enerry Sales Agreemen! hereinafter rcferred to as the
"Agreement", between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production projecL which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-County,[daho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish elecfiical
enerry 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 q/pe 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.
44
Grand View PV Solar Five A, LLC
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electical work, generating equipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
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 wittr 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 paragraphS.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/her knowledge and therefore sets hiVher hand and seal below.
(P.8. Stamp)
Date
45
Grand View PV Solar Five A, LLC
By
APPENDD( D
FORMS OF LIQUID SECURITY
The Seller shall provide [daho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfu the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial credifworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's lnvestor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with ldaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with tdaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
46
SolarGrand View PV Five A, LLC
3. Guarantee or Letter of Credit Security - Sellsr shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to ldaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
Grand View PV Solar Five A, LLC
E-l
APPENDTX E
SOLAR FACILITY ENERGY PRICES
(Prices based upon the energy shape and capacrty specified in Appendix G)
Base EnerEy Purchase Prices - For all Base Energy received during Heavy Load Hours ldaho
Power shall pay the Base Enerry Heavy Load Purchase Price specified below and for all Base
Energy received during Light Load Hours Idaho Power shall pay the Base Energy Light Load
Purchase Price specified below. All of these prices are subject to revision as specified within
parrgraph7.4.
Base Enerry Heavy Load
Purchase Price
(Mills/kWh)
Base Enerry Light Load
Purchase Price
(Mills/kWh)MontMYear
Jan-l 5
Feb-I5
Mar-15
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-I5
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Sep-16
Oct-16
Nov-16
Dec-16
lan-17
$49.9s
$49.32
$s0.27
$40.s0
$48.61
$47.03
962.s6
s61.09
$ss.80
$49.77
$s 1.62
$s0.90
$s3.44
$s3.72
$s 1.26
$48.06
$s0.s7
$s 1.01
$63.69
$64.29
$s8.09
$s6.37
$s7.30
$s8.22
$s6.82
48
Grand View PV Solar Five A, LLC
$4e.s7
$s0.21
$47.99
s31.95
$42.66
s39.14
$s3.27
$s2.0s
$49.79
$4e.64
$s0.08
$49.64
$s2.63
9s2.92
$49.09
$46.67
$46.33
$41.s7
$s8.00
$s9.68
$s4.29
$s6. l s
$56.49
$s8.99
s56.07
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-I8
Mar-I8
Apr-I8
May-18
Jun-18
Jul-18
Aug-I8
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Qan-l O
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
$s4.72
$s2.88
$44. r3
$s r.65
$4s.sl
$60.83
962.96
$57.21
$s8.7s
$s9.43
$60.40
$58.24
$s6.03
$s0.s8
$s0.27
$s0.27
$49.79
$66.78
$6s.29
$62.6s
$61.79
$61.89
$61.89
$s6.97
$s7.58
$48.70
$48.23
$46.98
$48.40
$64.79
$66.08
$64.s !
$63.27
$63.2s
$63.27
$62.48
$56.20
$48.60
$47.08
$46.26
s48.47
$66.22
$66.8s
$s9.70
$64.s 1
$ss.87
$s3.87
$49.24
$s4.14
$s4. l2
$66.78
$67.81
$61.98
$60.08
$60.67
$60.61
$s9.66
$s9.22
$s2.36
$s0.36
$s4.9s
$s3.66
$66.40
$70.83
$6s.37
$61.93
$62.s0
$61.93
$61.34
$61.02
$49.23
$48.41
$s3.ss
$54.61
$67.97
$71.60
*6A A)
$63.33
$63.s9
$63.27
$64.04
$s7.97
$47.83
$47.29
$s 1.28
$55.01
$69.s9
$73.36
$64.60
$64.s0
49
Grand View PV Solar Five A, LLC
Nov-20
Dec-20
Jan-Z1
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Iw-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
lul-23
Aug:23
Sep-23
Oct-23
Nov-23
Dec-23
lan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Jul-24
$64.79
$64.ss
$66.0s
s62.27
ss3.63
$49.64
$ss.36
$s8.28
$72.29
$76.44
$67.98
$66.28
$66.67
$66.49
$68.4s
$68.99
s61.09
$s4. I s
$s7.80
$62.00
s74.9s
$80.ss
$74.10
$69.80
$69.8s
$70.s7
$71.20
$71.91
$67.57
$s7.96
$61.73
$63.07
$78.64
$83.41
s78.41
$73.31
s73.38
$74.31
$7s.31
s74.63
$6s.8s
sss.44
$60.09
$63.18
s84.23
50
Grand View PV Solar Five A, LLC
$64.s1
$64.s r
s65.s7
sss.39
$s l.s7
$49.63
$49.63
$s0.9s
$68.27
$68.41
$63.76
$66. I 8
$66.18
$66.20
$66.89
$66.8s
$ss.4s
$s4.04
ss3.96
ss4.36
$72.02
$72.94
$69.07
$69.t2
$69.72
$69.72
$68.48
$69.09
$63.31
$s6.2s
$s8.06
$s7.36
s76.94
s78.37
$72.67
$73.12
s72.82
$73.22
$74.22
$71.03
$63.94
$s4.32
$s4.4s
$59.22
s80.46
Aug-24
Sep-24
Oct-24
$94.29
$79.82
$76. I 3
s76.64
$77.09
$78.47
s77.33
$70.s9
$s6.4s
$66.13
$68.81
$9l.ss
$96.40
$82.98
$78.78
$80.28
$82.42
$81.96
s81.69
$66.38
$s7.67
$72.19
$71.91
$94.s9
$l00.sl
$87.96
$82.0e
$82.s9
$88.0s
$83.9s
$84.s8
o?< aaO ' J.JL
$6s.62
$69.01
$76.00
$e8.60
$102.97
$90.29
$84.74
$85.23
$93.77
$87.76
s88.01
$7t.32
$66.84
5l
Grand View PV Solar Five A, LLC
$77.98
$77.81
$7s.99
$7s.s9
$7s.99
$78.67
$73.84
$67.80
$s4.63
$63.00
$64.32
$8 r.47
$80.91
979.45
$78.67
$78.67
$80.8s
$81.s0
$80.62
$s8.4s
$s8.1I
$70.89
$67.9s
$83.7r
$8s.9s
$84.0s
$81.9s
$82.09
$84.16
s82.81
$81.89
([7? O<
$61.29
$67.s8
$74.42
$87.62
$87.82
$87.0s
$84.s3
$84.80
$87.23
$84.01
$84.8s
s71.5 I
s67.44
Nov-24
Dec-24
Jan-25
Feb-25
Mar25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
tt-- antvtdt-L I
Apr-27
May-27
Jvn-27
lul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jtn-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-3 I
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 I
Oct-31
Nov-31
Dec-31
Jan-32
$76.57
$7s.s9
$91.e6
$90.53
$91.10
$87.94
$88.2r
$92.s 1
$8s.s9
$88.6s
$68.s9
$67.13
$78.s0
$77.80
$101.54
$93.92
$94.26
s91.28
$91.28
$94.23
$92.20
$90.4s
$7s.83
$61.47
$62.91
$81.19
$109.18
s97.63
$97.89
$94.s9
s94.63
$98.s7
$102.49
$96.08
$89.74
$67.s2
$84.26
$8s.37
$122.76
$l02.s l
$105.53
$101.26
$l l1.99
$r 18.89
$107.28
$77. l3
$78.se
$103.9s
$106.91
$93.44
$88.29
$88.78
$ 103. l6
$90.73
$90.74
$78. I s
$64.96
s79.23
$79.30
$r r4.ss
$l17.3 r
$97.91
$91.40
$92.s3
$103.24
$94.31
$93.70
$79.3s
$6s.77
$70.26
$81.66
$123.7s
$120.06
sl0l.s8
$94.t7
$96.60
$110.76
$108.97
$10s.67
$93.49
s7s.l2
$93.48
$87.1 s
$140.01
$130. l2
$109.04
$l13.26
$l1s.32
$ 12s.83
$n2.73
52
Grand View PV Solar Five A, LLC
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
sl10.52
$101.86
$86.07
$95.38
$e1.03
$ 1s2.03
$137.07
$t12.76
$120. l9
$ 124.3s
$127.18
$11s.55
$113.27
$104.3s
$88.09
s97.68
se3.20
$rs6.03
$140.62
$l ls.s8
$r23.23
gt27.s2
$130.43
st 18.39
$r 16.0s
$106.86
$90.1l
$99.99
$95.37
$160.09
$144.22
Ql1a/2
$126.31
$r30.72
$133.72
$97.47
$92.s7
$79.97
$92.88
$88.46
$ 128.83
$108.19
$109.94
$r09. l3
$r22.68
$123.88
$109.93
$99.83
$94.78
$81.81
$9s.10
$90.ss
$132. l3
$l10.87
$112.67
$l l1.84
$12s.80
$127.03
$l12.61
$102.21
$97.01
$83.64
s97.34
$92.6s
$135.48
$113.58
tlls4?
$l14.58
$128.9s
$130.22
53
Grand View PV Solar Five A, LLC
APPENDX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements :
l.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff [daho Power in writing. This notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these lnsurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and ldaho Power may terminate
this Agreement.
Prior to the First Enerry date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list tdaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current lnsurance Industry Utility practices for similar
property.
54
Grand View PV Solar Five A, LLC
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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 8
RICEI^ARID SIDN AIIAh.I S" pr.r-o
ATTOTNEYS AT LAV
richadronadamm
p.o. Box rrli';ll"-i',ii# ',".,;,3li;i'r1.','"i',1. ,r r,0,
May 14, 2Ol4
Donovan Walker
Senior Counsel
Idaho Power Company
1221 West Idaho Street
Boise, Idaho 837A2
Via:
dwalker@i dahopower. com
HAND DELMERY
Re: The Grand View PV Solar Frojectsl
Dear Donovan:
I write to inquire as to Idaho Power's intentions with regard to the Grand View
contracts tendered to you yesterday. Notwithstanding ldaho Power's filing
yesterday in Docket No. IPC-E-14-O9 requesting the ldaho Public Utilities
Commission (Commission) suspend. your obligation under PURPA to purchase
enerry from solar projects - that obligation has not been suspended. Indeed,
one wonders whether the Commission may legally do so in the first place.
Nevertheless, the standard process in Idaho has been, following the submission
of executed PURPA contracts evidencing the creation of a legally enforceable
obligation, for ldatro Power to execute and lodge the same with the Idaho
Commission. I trust Idaho Power will continue to follow ttrat process for our
projects. We would like our contracts executed by [daho Power and lodged
with the Commission as soon as possible. Therefore, please confirm that Idaho
Power will continue to process our contracts in the usual fashion. May I hear
from you by Friday of tltis week as to the Company's intentions?
t Grand View PV Solar '[Vo, LLC; Grand View PV Solar Three, LI,C; Grand View PV Solar Four,
LLC; Grand View PV Solar Five, LLC and Grand View PV Solar Five A, LLC.
PeYer Richhrdson
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-09
IDAHO POWER COMPANY
ATTACHMENT 9
fiEffi*.
An IDACORP Company
DONOVAN E. WALKER
Lead Gounsel
[e-mail]
May 1 6,2014
VIA E.MAIL AND U.S. MAIL
Peter J. Richardson
RICHARDSON ADAMS, PLLC
515 North 27th Street
P.O. Box 7218
Boise, ldaho 83707
Re: Response to Grand View Solar Letters Received May 12 and May 14,2014
Peter:
!n your May 14, 2014, letter you ask me to "confirm that ldaho Power will
continue to process our contracts in the usual fashion." I can confirm that ldaho Power
Company ("ldaho Powe/' or "Company") will process such contracts in the usual
fashion. However, you know as wel! as anyone that what you describe in your letter is
not the "usual fashion"; is not the standard process followed with numerous other
contracts/projects that you have brought forth in the past; and it is not the standard
process in ldaho. The representations in both the May 11 and May 14 letters are not
the state of the law in ldaho regarding legally enforceable obligations and the process
recently reaffirmed by the ldaho Supreme Court by which the Commission establishes
if, when, and how a legally enforceable obligation is incurred.
The May 11 letters state that the submittal for the Grand View Solar projects
"comports with all of the ldaho PUC's rulings on the creation of a legally enforceable
obligation on ldaho Powe/s part to purchase, and a legally enforceable obligation on
the part of GV2 to sel!, all of its output for the life of the ESA." This statement is simply
not true. The Commission's authority and process for establishing a Iegally enforceable
obligation was recently examined, summarized, and reaffirmed by the ldaho Supreme
Court. The ldaho Supreme Court affirmed that the 'IPUC has authority under state and
federa! law, to require that before a developer can lock in a certain rate, there must be
either a signed contract to sell at that rate or a meritorious complaint alleging that the
project is mature and that the developer has attempted and failed to negotiate a
contract with the utility; that is, there would be a contract but for the conduct of the
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
Peter J. Richardson
May 16,2014
Page 2 of 3
utility." ldaho Power Co., v. ldaho Public Utilities Comm'n., 155 ldaho 780,316 P.3d
1 27 8, 1285 (2013) ( "Grouse Creek').
lf a Qualifying Facility ('QF') project feels that the utility is refusing to contract for
the purchase of its generation, then it may seek a legally enforceable obligation
determination from the Commission to bind the utility and its customers to the purchase,
even in the absence of a contract. The misinterpretation of this concept and procedure
is evident in the several letters from each Grand View Solar project, which are held out
as establishing legally enforceable obligations. Such a procedure, and such a concept
as a legally enforceable obligation, exists to prevent a situation where the utility refuses
to purchase from the QF. Grouse Creek, 316 P.3d at 1280, 1285. lt does not exist so
that the QF can pick and choose what contractual terms, conditions, and rates it
unilaterally wishes to impose on the utility and its customers. Those items, most
particularly the rates, are determined by the Commission, not by the QF, and not by the
utility. PURPA requires that the utility purchase. The Commission determines the
terms and conditions of the purchase and the appropriate price.
Your subterfuge of initiating your inquiry with a phantom project, Black Sands
Solar, and then turning around and submitting Black Sands Solar's outdated,
superseded, non-final, and non-agreed to discussion draft on behalf of Grand View
Solar Two, Three, Four, Five, and Five A, and demanding and claiming that you
established a legally enforceable obligation for these entities is not only deceitful, but is
entirely misplaced, as it does not comport with PURPA or with ldaho law. As you are
well aware, since your proposed projects are solar projects over 100 kilowatts they are
not eligible for standard, or published, avoided cost rates. The projects are entitled to
negotiated avoided cost rates, and a negotiated contract. There is not a standard form
contract in the state of ldaho.
You know from your extensive past dealings on behalf of numerous proposed QF
projects that a draft agreement, for discussion and negotiation purposes, is initially
fonruarded to a project by ldaho Power at the project's request. Once the project has
provided all of the required, project specific information for the contract, and both parties
are in agreement as to the terms and conditions contained therein, the Company drafts
a final and agreed to execution draft of the agreement for both parties' signatures.
Once both parties have executed the agreement, ldaho Power files the agreement with
the Commission for its independent review and approval or rejection. As you are also
well aware, such agreements are of no force and effect unless and until approved by
the Commission.
My e-mail communication to you regarding Black Sands Solar on May 12,2014,
at 3:00 p.m. specifically provided a superseding draft contract to the Black Sands Solar
draft contract. The superseding draft contract included provisions providing for a solar
integration charge and was intended for our continued discussion and negotiation. My
separate e-mail communication to you regarding Grand View Five on May 12, 2014, al
Peter J. Richardson
May 16,2014
Page 3 of 3
3:00 p.m. specifically stated that the previous two draft agreements and indicative
pricing runs were outdated with the acceptance by the Commission of the 2013
lntegrated Resource Plan ("!RP") and informed you that if you wished to continue to
pursue the project that new pricing and new contract terms and conditions could be
provided at your request. These communications were sent to you prior to receiving the
submission on behalf of Grand View Two, Three, Four, Five, and Five A at
approximately 3:05 p.m. on May 12, 2014. ldaho Power had not heard from you
regarding Grand View Two since before the Commission's final determination in Case
No. IPC-E-11-15 on January 31, 2014, that the project was not entitled to your
previously claimed legally enforceable obligation, nor entitled to ownership of all the
Renewable Energy Credits/Certificates. lt has been well over a year or more since the
Company had any communication from you whatsoever with regard to Grand View
Three and Four. The last information you provided with regard to Grand View Five A
was that you were pursuing a PURPA QF off-system sale to Northwestern, not to ldaho
Power. You made no attempt to negotiate current purchase agreements for these
projects. You instead undertook a ruse involving Black Sands Solar, and the attempted
"surprise" delivery of signed, non-agreed to, superseded, draft documents with a claim
of legally enforceable obligations. ldaho Power has not refused to negotiate and has
not refused to contract.
lf you wish to request current rates and draft agreements in order to negotiate
rates and contracts for ldaho Power's purchase of generation from your proposed
PURPA QF projects, please, for each proposed project, supply ldaho Power with the
required one-year of hourly generation profile data so that the incremental cost IRP
methodology may be run to calculate the starting point for the appropriate negotiated
avoided cost rate. Additionally, as you are aware, ldaho Power will need you to
designate the maximum nameplate generation capacity, estimated on-line date, annual
average capacity factor, location, and name of each project.
Sincerely,
D*-fir/u--,
Donovan E. Walker
DEW:csb
cc: Randy Allphin (via e-mail)