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UTILITI ES CO[{M is;SI O}i
DONOVAN E. WALKER
Lead Counsel
dwal ker@idahooower. com
July 25, 2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. !PC-E-14-19
Grand View PV Solar Two, LLC -
Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and
Company's Application in the above matter.
Idaho Power Company's Application
seven (7) copies of ldaho Power
DEW:csb
Enclosures
Donovan E. Walker
1221 W. ldaho st. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
Idaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: (208) 388-5317
Facsimile: (208) 388-6936
dwal ker@ idahopower. co m
Attorney for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
GRAND VIEW PV SOLAR TWO, LLC, FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC.E.14-19
APPLICAT!ON
ldaho Power Company ("!daho Powed'or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
('PURPA"), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA')
between ldaho Power and Grand View PV Solar Two, LLC ("Grand Viera/' or "Selle/')
under which Grand View would sell and ldaho Power would purchase electric energy
generated by Grand View's 80 megawatt ("MW") solar photovoltaic project ("Facility")
located approximately 20 miles southwest of Mountain Home, ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The ESA submitted herewith is a new contract for a Qualifying Facility
("QF') for a term of 20 years. The ESA, dated July 17, 2014, was signed by Grand
View on July 16, 2014, and was signed by ldaho Power on July 17, 2014. The ESA
was executed in compliance with the Commission's orders directing the implementation
of PURPA for the state of ldaho, complies with the Commission's orders from Case No.
GNR-E-11-03, and contains negotiated avoided cost rates based upon the incremental
cost, integrated resource plan pricing methodology applicable to solar projects that
exceed 100 kilowatts ("kW"). Additionally, the ESA contains negotiated solar integration
charges as directed by the Commission in Order No. 33043, as well as several other
negotiated provisions requiring specific Commission approval.
II. BACKGROUND
2. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ('FERC'), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally referred to as the
"avoided cost" rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both, which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations
for the purchase of energy from QFs, and to implement FERC rules.
APPLICATION - 2
3. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
The Commission further established and defined numerous contract terms and
conditions for power purchase agreements entered into between regulated utilities and
QFs. On January 2,2013, the Commission issued Errata to Order No. 32697, which
corrected published avoided cost rates to include energy payments not discounted by
transmission and line Ioss. Then the Commission issued Reconsideration Order Nos.
32737 and 32802 on February 5, 2013, and May 5, 2013, respectively, which further
clarified certain terms and conditions of power purchase agreements.
4. On May 28,2014, the Commission issued Order No. 33043 denying Idaho
Power's request to suspend its obligation to purchase power from solar QFs until
completion of its solar integration study and implementation of a solar integration
charge. The Commission partially granted the Company's alternative requested relief
and directed that parties negotiate solar power purchase agreements to also address
the inclusion of a solar integration charge as a provision of the power sales agreement.
III. THE ENERGY SALES AGREEMENT
5. On June 17, 2014, ldaho Power and Grand View entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for an 80 MW solar project. A copy of the ESA is attached to
this Application as Attachment 1. Under the terms of this ESA, Grand View elected to
contract with ldaho Power for a 2O-year term. The proposed project is expected to
consist of approximately 340,480 polysilicon photovoltaic panels installed on a single
axis tracking system, supported by a fixed post and beam structure. The Facility is
APPLICATION - 3
located approximately 20 miles southwest of Mountain Home, ldaho, and has a
nameplate rating of 80 MW AC. The Facility wil! be a QF under the applicable
provisions of PURPA.
6. Grand View has selected July 1, 2016, as the Scheduled Operation Date.
Appendix B. Various requirements have been placed upon Grand View in order for
ldaho Power to accept energy deliveries from this Facility. ldaho Power will continue to
monitor compliance with these requirements. ln addition, ldaho Power will monitor the
ongoing requirements through the full term of this ESA.
7. The ESA contains negotiated avoided cost rates based upon the
incremental cost, integrated resource plan pricing methodology applicable to solar
projects that exceed 100 kW, in conformity with applicable Commission orders. Prices
were determined on an incremental basis with the inclusion of this project in its queued
position of proposed projects on ldaho Power's system. The non'levelized, heavy and
light load avoided cost rates are set forth in Appendix E of the ESA. Over the 2O-year
term of the agreement, the monthly rates vary from approximately $31/megawatt-hour
("MWh") for light load hours in early months of the agreement to as high as $159/MWh
for heavy load hours in the later years of the agreement. The equivalent 2O-year
levelized avoided cost rate is approximately $73.41lMWh. The 20-year estimated
contractual obligation based upon the estimated generation levels applied to the above-
referenced avoided cost rates and solar integration charges is approximately
$310,237,634.
8. The ESA also contains a solar integration charge. The solar integration
charge is set forth in Appendix E of the ESA as a monthly amount for each year of the
APPLICATION - 4
contract term. The solar integration charge is a negotiated rate agreed upon by the
parties. The integration charge is based upon ldaho Power's solar integration study.
During the negotiation of this ESA, the solar integration study was not yet completed,
but the most currently available data and analysis from the study was used by the
parties in the course of their negotiations. The study was completed on June 16,20'14,
and filed with the Commission on June 17, 2014. ldaho Power subsequently filed an
application with the Commission on July 1 , 2014, seeking implementation of solar
integration charges for al! solar QFs in the state of Idaho. Case No. IPC-E-14-18. The
negotiated solar integration charge included in Grand View's ESA starts at a charge of
$0.99/MWh for the first year of the agreement (2015) and escalates to $1.84/MWh in
2036. The equivalent 2O-year levelized solar integration charge is approximately
$1.28lMWh. The solar integration charge for Grand View, agreed to by the parties, is
based upon blended costs from the first two penetration levels identified in the study.
Because ldaho Power currently has 60 MW of existing solar penetration (60 MW of
executed PURPA solar projects in its Oregon jurisdiction), the integration charge in the
ESA is a blended charge made up of 40 MW at the 0-100 MW cost and 40 MW at the
100-300 cost for this 80 MW project.
L This ESA, as well as the ESA for Boise City Solar, LLC, is the first solar
QF agreement submitted to the Commission for approval that contains revised terms
and conditions subsequent to the Commission's final and reconsideration orders from
Case No. GNR-E-11-03. lt is the first submitted agreement to contain negotiated
avoided cost rates for a project above the published rate eligibility cap that are based
upon the approved incremental cost, integrated resource plan methodology. The form
APPLTCATION - 5
of the ESA has several terms and conditions that vary from previously approved
agreements in order to comply with the Commission's recent orders, and to properly
implement the negotiated rates and integration charges. ln addition, ldaho Power and
Grand View have agreed to changes in some provisions that the parties propose for
Commission approva!.
10. Mechanical Availabilitv Guarantv ("MAG"). This ESA does not contain any
901110 firmness requirement; instead it contains provisions for a MAG, solar forecasting
fees, solar integration charge, and the pricing adjustment described below. ldaho
Power would prefer that 90/110 firmness be included in all PURPA QF agreements.
However, in the negotiation of this agreement, the project wished to have a MAG and
pay forecasting costs in a similar manner as that approved for wind QF contracts at the
time the Commission approved the settlement stipulation that first implemented a wind
integration charge. ldaho Power agreed to remove the 90/1 10 provisions and insert
provisions for a MAG. ldaho Power does not believe that a MAG is a replacement for
the firmness determinations of the 90/110 provisions; however, because of the
negotiation and inclusion of the price adjustment mechanism described below, the
Company is comfortable and confident that the agreement contains provisions to
reasonably assure that the project performs in conformance with its generation
estimates and, if not, the project receives a reduced price for that generation.
11. Price Adiustment. The parties have negotiated and agreed to provisions
that provide for a new type of price adjustment that is uniquely applicable to contracts
that utilize the incremental cost, integrated resource plan pricing methodology. As
stated above, this ESA, as well as the ESA for Boise City Solar, LLC, is the first
APPLICATION - 6
agreement filed with the Commission for its review and subsequent approval or
rejection that utilizes this new pricing methodology. Provisions related to this pricing
adjustment are found in several places throughout the agreement, including paragraphs
1.14, 1.32, 1.35, 1.38,3.4,7.4,and Appendixl. Thepurposeof thispriceadjustment
mechanism is to require that the project perform in conformance with the generation
profile that the project submits, which forms the basis for the avoided cost pricing that is
contained in the agreement and locked in for the 2O-year term of the agreement. !f the
project does not perform in conformance with the generation profile that it submitted,
then a corresponding adjustment is made to the price paid for that month of generation.
12. The incremental cost, integrated resource plan methodology utilizes an
hourly generation profile (for one year) provided by the project, and compares that
generation profile to the AUROM power cost model run of ldaho Powe/s system. For
each hour that the project provides generation, the model assigns as an avoided cost
price the highest cost ldaho Power resource that is presently operating to serve load.
The hourly amounts are combined into monthly heavy load and light load prices, which
are then set forth in the ESA. This model, and the resulting avoided cost pricing, is very
sensitive to the hourly distribution of generation from the project's generation profile. ln
order to prevent possible gaming of the model and methodology by manipulating the
proposed generation profile in order to lock in a higher avoided cost price in the contract
for up to 20 years, with no ability and/or intent to actually meet the submitted generation
profile, this price adjustment mechanism was developed, negotiated, and agreed to by
the parties.
APPLICATION - 7
13. ln this ESA, there is an allowance of 5 percent deviation in the monthly net
energy deliveries from the generation profile estimates in Appendix I where there will be
no price adjustment. However, if the actual generation deviates downward by more
than 5 percent, then a corresponding percentage adjustment to the monthly price is
imposed. This price adjustment has a floor of 90 percent and a cap of 100 percent of
the contract price. The project gets a 5 percent deviation allowance for monthly
kilowatt-hour energy deliveries compared to the generation profile provided by the
project at the time the contract price was determined. lf the project's energy deliveries
exceed 100 percentof theoriginal estimates, there is no price adjustment. However, if
the project falls short of the energy estimate (beyond the 5 percent deviation), there is
an adjustment to the price and the price reduction is limited to 10 percent.
14. The generation profile that was submitted by the project and used to
develop the avoided cost prices in the ESA is attached to the ESA as Appendix !.
Pursuant to paragraph 3.4, Grand View warrants that the hourly energy estimates
provided in the generation profile set forth in Appendix I are accurate estimates of the
Facility's expected hourly energy production. Consistent and material deviations from
the hourly energy estimates in the generation profile will be considered by ldaho Power
to be a material breach of the agreement-meaning that the entire pricing is
fundamentally flawed as a result of an inaccurate generation profile. Paragraphs 1.14,
1.32, 1.35, 1 .38, and 7.4 work together to provide for a monthly comparison of the
project's Net Energy (actual generation) to the Monthly Estimated Generation
(generation profile from Appendix l). Net Energy is divided by Monthly Estimated
Generation and expressed as a percentage. 11 1.14. This percentage, plus 5 percent,
APPLICATION - 8
then becomes the monthly Pricing Adjustment Percentage. 11 1.38. The Pricing
Adjustment Percentage is then applied each month to the heavy load and light prices in
the ESA. 117.4.
15. Market Enerov Cost. The definition of "Mid-Columbia Market Energy
Cost" was modified to replace reference to the Dow Jones index with reference to the
!ntercontinental Exchange (lCE) index and formula consistent with the changes
approved by the Commission in the settlement stipulation for Case No. IPC-E-13-25.
16. Delav Damaoes and Securitv. Provisions providing for Delay Liquidated
Damages were removed and provisions to provide for Delay Security were maintained.
New provisions providing for actual delay damages as opposed to liquidated damages
were included as provided for by the Commission's adoption of the partial stipulation in
Commission Order No. 32697.
17. Environmenta! Attributes. Article Vlll, "Environmental Attributes," contains
negotiated provisions to indicate that ldaho Power owns 50 percent of the
environmental attributes associated with the Facility and that the Seller owns 50 percent
of the environmental attributes in conformance with Commission orders.
18. Sections 4.1 .7 , 4.1 .8, 9.1 , and Appendix B-7 of the ESA contain provisions
requiring completion of a Generator lnterconnection Agreement (.GlA'), compliance
with GIA requirements, and designation as an ldaho Power network resource as
conditions of ldaho Power accepting delivery of energy and paying for the same under
the agreement. PURPA QF generation must be designated as a network resource
('DNR') to serve ldaho Power's retail load on its system. ln order for the Facility to
maintain its DNR status, there must be a power purchase agreement associated with its
APPLICATION - 9
transmission service request in order to maintain compliance with Idaho Power's non-
discriminatory administration of its Open Access Transmission Tariff (OATT) and
maintain compliance with FERC requirements.
19. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
all payments ldaho Power makes to Grand View for purchases of energy will be allowed
as prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
20. ldaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i.e., by written submissions rather than by hearing. RP 201
ef seg. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
21. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
Regulatory Dockets
ldaho Power Company
1221West Idaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@ id ahopower. com
dockets@ idahopower. co m
Randy C. Allphin
Energy Contract Ad ministrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ra I I ph i n@ idahopower. com
APPLICATION - 1O
VI. REQUEST FOR RELIEF
22. ldaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
or rejecting the ESA between ldaho Power and Grand View, without change or
condition; and, if accepted, (3) declaring that all payments for purchases of energy
under the ESA between ldaho Power and Grand View be allowed as prudently incurred
expenses for ratemaking purposes.
Respectfully submitted this 25h day of July 2014.
Attorney for ldaho Power Company
APPLICATION - 11
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 25th day of July 20141 served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
Peter J. Richardson
515 North 27th Street
Boise, ldaho 83702
Robert A. Paul
149 East Mallard Street #256
Boise, Idaho 83706
Clare Lees
15690 Vista Circle
Desert Hot Springs, California 92240
Hand DeliveredX U.S. Mail
Overnight Mail
FAX
Email peter@richardsonadams.com
Hand Delivered
U.S. Mai!
Overnight Mail
FAXX Email robertapaulOS@qmail.com
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email bcl@pobox.com
APPLICATION - 12
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-19
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI\rY
AND
GRAND VIEW PV SOLAR TWO, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Terrn and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and lnterconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
lndemnification 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 Certifications
Forms of Liquid Security
Solar Facility Energy Prices and Integration Charges
Insurance Requirements
Solar Energy Production Forecasting
Mechanical Availability Guarantee (MAG) Performance
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
Project Number: 12616100
This Energy Sales Agreement ("AGREEMENT"), entered into on tnis /74 aay of Jrrry 2014
between GRAND VIEW PV SOLAR TWO, LLC an tdaho Limited Liability Corporation (Seller), and
IDAHO POWER COMPAI.IY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to
collectively as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualiffing Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE L DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "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,
agreements, certificates, and other documents (collectively o'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 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 person is and shall no longer be an agent on behalf
1.2
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Availability Shortfall Price" - The current month's Mid-Columbia Market Energy Cost minus
the current month's Base Energy Light Load Purchase Price specified in Appendix E of this
Agreement. If this calculation results in a value less than 15.00 MillsikWh the result shall be
15.00 MillslkWh.
"Base Enersy'' - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.46.
"Calculated Net Energy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum energy
deliveries (measured in kWh) that the full Nameplate Capacity of the Facility could have
delivered based upon: (1) Sufficient Prime Mover available for use by the Facility, (2) actual
solar insolation available for use by the Facility, (3) applicable Solar Panel Degradation, (4)
incidents of Force Majeure, (5) scheduled maintenance, or (6) incidents of Forced Outages less
Losses and Station Use. If the duration of an event characterized as item 4 5 or 6 above
(measured on each individual occurrence) lasts for less than 15 minutes, then the event will not be
considered in this calculation. The Seller shall collect and maintain actual data to support this
calculation and shall keep this data for a minimum of 3 years.
"Commission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 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.
"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.
1.3
1.4
1.5
1.6
t.7
1.8
1.9
1.10 "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.
1.1I "Designated Dispatch Facility''- Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l2 "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.
L13 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (ClI4), 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;' 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 ard 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 (l) MWh of energy. Environmental Attributes do not include (i)
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.
t.t4
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
"Estimated Net Energy Amount Adjustment Percentage" - (Current month's Net Energy divided
by the applicable month's Monthly Estimated Generation) expressed as a percentage. If this
calculation results in a value greater than 100%, the result of this calculation will be 100%.
"Facility" - That electric generation facility described in Appendix B of this Agreement.
"Financing Parties" - Any financial institution or other person that from time to time provides
financing (including, debt, equity, tax equity, or interest rate protection) directly or indirectly to
Seller for some or all of the Facility, and any agent, security agent, collateral agent, indenture
trustee, loan trustee, loan participant or participating syndicated lenders involved in whole or in
part in such financing, and their respective successors and assigns.
1.15
1.16
l.l7 "First Enersy 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 . 1 8 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: l)
equipment failure which was p! 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.
I . 19 "Generation Interconnection Agreement (GIA)" - 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.
1.20 "Generation Unit" - a complete solar pv electrical 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.
l.2l "Hearry Load (HL) 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.
1.22 "Hourly Energy Estimates" - the hourly energy estimates provided by the Seller and included in
Appendix I of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
1.23 "lnterconnection Facilities" - All equipment specified in the GIA.
1.24 "Light Load (LL) 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 Christmas.
"Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.26 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.27 "MaterialBreach"-ADefault(paragraph 19.2.1) subjecttoparagraph 19.2.2.
1.28 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.29 "Mechanical Availability" - shall be calculated by Seller within 5 days after the end of each
month. The calculation being the Facility's monthly Net Energy divided by the Facility's
1.25
Calculated Net Energy Amount for the applicable month. Any damages due as a result of the
Seller failing to satisfu the Mechanical Availability Guarantee for each month shall be determined
in accordance with Appendix H.
1.30 "Mechanical Availability Guarantee" - shall be as defined in Appendix H.
1.31 "Mid- Columbia Market Energy Cost" - is 82.4o/o of the monthly arithmetic average of
each day's lntercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C
Off-Peak Avg index prices in the month as follows:
The actual calculation being:
.824 *fj tfrC" Mid-C Peak Avg. * HL hours for day) +x:l
(ICE Mid-C Off-Peak Arg" * LL hours for day)) I (n*24))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
1.32 "Monthly Estimated Generation" - the monthly estimated generation as specified in Appendix I
identified as the Monthly Estimated kWh adjusted for the Solar Panel Degradation, an event of
Force Majeure or Forced Outage that directly impacts the applicable month or if Idaho Power is
relieved from accepting the Facility's Net Energy as allowed in paragraph 1.2.
7
1.33 "Monthly Nameplate Energy" - Nameplate Capacity multiplied by the hours in the applicable
month.
1.34 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a
Generation Unit 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. This value is established for the term of this Agreement in
paragraph 4.1.4 of this Agreement.
1.35 "Net Energy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
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.
1.36 "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.
1.37 "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.
1.38 "Pricing Adjustment Percentase" - Estimated Net Energy Amount Adjustment Percentage plus
5%. If this calculation results in a value greater than 100o/o, 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
90%.
1.39 "Prudent Electrical Practices" - Those practices, methods and equipment that are corlmonly and
ordinarily used in electrical engineering and operations to operate electric equipment or solar
electric generation equipment lawfully, safely, dependably, efficiently and economically.
1.40 "Renewable Enersy Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
l.4l "scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.42 "schedule 72" - ldaho Power's TariffNo 101, ScheduleT2 or its successor schedules as
approved by the Commission.
1.43 "Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
1.44 "Solar Enersy Production Forecast" - A forecast ofenergy deliveries from this Facility provided
by an Idaho Power administered solar forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix G.
1.45 "Solar Intesration Charse" - a per kWh charge as specified in Appendix E applied to all Net
Energy to be deducted from the monthly energy payments in accordance with Article VII of this
Agreement.
1.46 "Solar Panel Desradation" - shall be three percent (3%) beginning with the first month of the
second Contract Year and an additional seven tenths of a percent (0.7%) beginning with the frst
month of each Contract Year thereafter.
1.47 "station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.48 "sufficient Prime Mover" means solar insolation that is (l) equal to or greater than the
Generation Unit's manufacturer-specified minimum levels required forthe Generation Unit to
produce energy and (2) equal to or less than the Generation Unit's manufacturer-specified
maximum levels at which the Generation Unit can safely produce energy
9
2.1
2.2
3.1
1.49 "Surplus Enerqy" - Is (1) 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 (2) all monthly Net
Energy that exceeds the Monthly Nameplate Energy.
1.50 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - 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 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 III: WARRAN.TIES
No Warrantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifrine Facilitv Status - Seller warrants that the Facility, once constructed, will be a
"Qualifuing 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 Qualifuing
Facility status during the term of this Agreement and Seller's failure to maintain Qualifuing
Facility status will be a Material Breach of this Agreement. ldaho Power reserves the right to
review the Facility's Qualiffing Facility status and associated support and compliance documents
3.2
t0
3.3
at any time during the term of this Agreement.
Solar Project Oualifications - Seller warrants that the Facility, once constructed, will be 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
status and associated support and compliance documents at any time during the term of this
Agreement.
Hourly Enersy Estimates - Seller warrants that the Hourly Energy Estimates provided by the
Seller and contained in Appendix I are accurate estimates of the Facility's expected hourly energy
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.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to 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, l8
CFR292.201 et seq. as a certified Qualifying 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 ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. 1 . I
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
1l
3.4
4.1
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 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.
This Nameplate Capacity shall be measured in Alternating Current (AC).
4.1.5 Completion certificate - Submit a certificate executed by an authoized 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 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 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 Amount at the Point of Delivery.
t2
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 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 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 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 Idaho 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 Energy Date
specified in Appendix B of this Agreement and only after Idaho Power has
received confirmation that the GIA requirements have been completed. If 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 notifu Idaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the Facility be able
to deliver any energy to Idaho io*". 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 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.
l3
5.1
5.2
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 20 (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, 75% of the Generation Units planned for this Facility have
achieved their First Energy Date.
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.
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.
Seller has requested an Operation Date from Idaho Power in a written format.
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, shall not prevent Delay Damages or Terrnination Damages from being and owning as
b)
c)
d)
e)
5.3
t4
5.4
5.5
5.6
5.7
5.8
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
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 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 ldaho 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 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 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.
15
6.1
6.2
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Enere.v Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Enerey Amounts - shall be equal to Monthly Estimated kWhs as specified in
Appendix I and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
5,555,922
10,327,215
15,887,972
19,525,515
22,856,536
24,757,372
25,r99,604
24,416,994
18,893,156
14,280,705
7,600,946
5.331.647
194,633,584
6.3 Failure to Deliver Minimum Estimated Net Enere.v 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.
Allocation of Governmental Charges - Seller shall pay or cause to be paid all taxes, charges or
costs that are assessed or levied by any governmental entity on or with respect to the Facility or
on or with respect to the sale and making available to Idaho Power of Net Energy that are
imposed on the making available of Net Energy arising before the Point of Delivery. Idaho
Power shall pay or cause to be paid all taxes, charges or costs that are assessed or levied by any
6.4
t6
7.1
7.2
7.3
7.5
7.4
governmental entity on or with respect to the taking and purchase by Idaho Power of Net Energy
that are imposed at and from the taking of Net Energy by Idaho Power at the Point of Delivery.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E including any applicable Price Adjustment less the Solar Integration Charge.
Base Energy Light Load 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 including any applicable Price Adjustment less the Solar Integration Charge.
Surplus Energ.v 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 including
any applicable Price Adjustment less the Solar Integration Charge for that month, whichever is
lower.
Price Adjustment - Within 10 days after the end of each month during the term of this Agreement,
Idaho Power shall calculate the Pricing Adjustment Percentage for the previous month. The Base
Energy Heavy Load Energy Price and the Base Energy Light Load Energy Price as specified in
Appendix E for the applicable month will be multiplied by the Pricing Adjustment Percentage
and these revised prices will be the Base Energy Heavy Load Energy Price and the Base Energy
Light Load Energy Price to be used in paragraph s 7 .l , 7 .2, and 7 .3 for the applicable month.
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 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 inclusive of Price
Adjustments, less Solar Integration Costs, Solar Energy Production Forecasting Costs, MAG
damages and any payments due to Idaho Power will be disbursed to the Seller within thirty (30)
7.6
l7
7.7
days of the date which Idaho Power receives and accepts (acting in its reasonable discretion and
in a reasonably timely manner) the documentation of the monthly Base Energy and Surplus
Energy 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 Energy. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122, 695 P.2d I 261 (1985), Afton Eners_v. Inc. v. Idaho Power Company, 1l I 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
Idaho Power will be granted ownership of 50o/o of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50oZ ownership of all of the Environmental
Attributes associated with the Facility. Title to 50% of the 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 50o/o of 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 and during the term of this Agreement 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 of the Facility do not
jeopardize the current or future Environmental Attribute status of this solar generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.1
8.2
18
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
cooperate to enable Idaho 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 Attribute 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 50o/o 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
identifu an appropriate alternative 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 Energy Policy Act of 1992 or
under any applicable program the 50%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 either Party 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 requested.
If there is a cost associated with this additional certification, the Seller shall prepare
an estimate of those costs and provide both Parties the estimated cost information.
If the additional certification provides benefits to both parties, the parties shall
cooperate to determine a reasonable sharing of the costs associated with these
additional benefits. Idaho Power shall only be responsible for costs which Idaho
a.
t9
Power has agreed to prior to the expenditure.
c. If either Party elects to obtain additional certifications independent of the other Party,
both Parties shall cooperate in a reasonable and timely manner to assist in obtaining
such certification.
ARTICLE IX: FACILITY AND INTERCONNECTION
9.1 Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUMCATIONS AND SCADA TELEMETRY
10.1 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
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 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 GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
10.2 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 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.
20
11.1
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 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 GlA. Seller shall be responsible for
aU initial and ongoing costs of this equipment as specified in Schedule 72 andthe 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
Energy, Station Use, Surplus Energy, Inadvertent 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 ofnot less than five years.
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 Energy, lnadvertent Energy and maximum hourly
generation in kW.
ARTICLE XII: 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 Energy-
12.2.1 Idaho 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
tt.2
2t
Delivery:
a.)If energy deliveries are intemrpted 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 ard 18 CFR 9292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, intemrption 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
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
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 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 energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
b.)
c.)
22
for any other costs, lost revenue or consequential damages the Facility may incur.
I2.3 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
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.
12.4 Idaho Power Maintenance lnformation - 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.
12.5 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.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
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 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
23
this Agreement, or (b) negligent or intentional acts, erors or omissions. The indemnifuing 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.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XIV: 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 Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable 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:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
The suspension of perfonnance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence of and which
could and should have been fully performed before such occurrence shall be
excused as a result ofsuch occurrence.
(2)
(3)
24
ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
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.
l6.l
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, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
17.l
ARTICLE XVII: WAIVER
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.
18.1
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.
1,8.2 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.
25
19.1
19.2
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. Any party may appeal the determination of the Commission to the
ldaho Supreme Court.
Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
t9.2.2
t9.2.3
writing to be given to the defaulting Pu.ty, speciffing 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.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply; provided, however, that Seller shall not
have less than thirty (30) days to cure any Material Breach.
Financine Party Cure Rights - The Financing Parties shall have the right, but not the
obligation, to perform any act required to be performed by Seller under this
Agreement to prevent or cure a default or Material Breach by Seller, and such act
performed by such Financing Parties shall be as effective to prevent or cure a default
as if done by Seller. Idaho Power will provide notice to parties listed in Section 25.1
Of this ESA.
26
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
19.3.2
to comply, such failure will be a Material Breach.
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 fulI 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
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.
t9.3.3
ARTICLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
20.1
27
ARTICLE XXI: COMMISSION ORDER
2l.l Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. 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.
22.1
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. 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, (a) any party with 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, or (b) Seller may assign this Agreement to a Financing Party
without Idaho Power's written consent. To the extent it does not expand or change Idaho
Power's obligations and liabilities contained in this ESA, Idaho Power will not unreasonably
withhold any consent or agreement to other documents as may be reasonably necessary for Seller
to consummate any financing or refinancing. 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.
23.1
28
24.1
2s.t
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 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:
Peter Richardson
515 N. 27n Street
Boise, Idaho 83702
Telephone: 208-938-7901
E-mail: peter@richardsonadams.com
Copy of Document to:
Telephone:
Email:
Telephone:
Email:
Robert A Paul
1498. Mallard St.#256
Boise,Idaho 83706
760-861-1 104
RobertapaulO 8 @gmail.com
Clare Lees
15690 Vista Circle
Desert Hot Springs, CA 92240
760-86t-0322
bcl@pobox.com
29
To Idaho Power:
Orisinal 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
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail : rallphin@ idahopower. com
Either Party may change the contact person and/or address inforrnation listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
Name Title
Peter Richardson
Robert A. Paul
Clare Lees
Member
Managing Member
Member
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
26.1 Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C . S 4212, Executive
30
Order 71246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 41
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) 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
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 Solar 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
Appendix H
Appendix I
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Solar Facility Energy Prices and Integration Charges
Insurance Requirements
Solar Energy Production Forecasting
Mechanical Availability Guarantee (MAG) Performance
Requirements
Estimated Hourly Energy Production
31
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 XXVIII COUNTERPARTS
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.
ARTICLE XXD(: 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.
32
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho PowerCompany Grand View PV Solar Two, LLC.
BY n=-ft,Ue,-
,*",1#?;Yili"'.,u*,
&
Chief Operating Officer
Dated r-t'1 -zDlq Da'ied , ii:::l;:: l
o'Idaho Power"
33
APPENDX A
A _I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
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 energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
34
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTIILY POWER PRODUCTION AND AVAILABILITY REPORT
Month Year
Project Number:
Phone Number:
State zip
Net Facility
Output
Meter Number:
Station
Usage
Station
Usage
Metered
Maximum Generation
kw
Net Generation
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Mechanical Availability Guarantee
Seller Calculated Mechanical Availability
As specilied in this Agreement, the Seller shall include with this monthly report a summary statement of the
Mechanical Availability of this Facility for the calendar month. This summary shall include details as to how
the Seller calculated this value and summary of the tr'acility data used in the calculation. Idaho Power and
the Seller shall work together to mutually develop a summary report that provides the required data. Idaho
Power reserves the right to review the detailed data used in this calculation as allowed within the Agreement.
Signature
35
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 Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Proiect Management
Name:Robert A. Paul
TelephoneNumber: (760)861-1104
24-Hour Proj ect Operational Contact
Name:Robert A. Paul
TelephoneNumber: (760)861-1104
(760)861-l 104
robertpaul08@ email.com
(760)861-1 104
robertpaulO8@ gmail.com
(760)861-1 104
robertpaulO8@ gmail.com
Project On-site Contact information
Name:Robert A. Paul
TelephoneNumber: (760)861-1104
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
36
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Grand View PV Solar Two
Project Number: I 26 1 61 00
B-1 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.)
The expected design of the Facility will consist of APPROXMATELY 340,480 polysilicon
photovoltaic panels, each rated at NOMINAL 300 Wdc (SUBJECT TO AVAILABILITY). The
panels will be installed on a single-axis tracking system, supported by a fixed post and beam
structure,located 20 miles southwest of Mountain Home.
Nameplate: 80 MWac
Var Capability (Both leading and lagging) Leading is 1.05 pf Lagging is 0.95 pf.
B-2 LOCATION OF FACILITY
Near: Grand View. Idaho
Actual or nearest physical street address: Idaho Highway 167 and Frederickson Road
GPS Coordinates: Latitude Decimal Degrees 43.025
LongitudeDecimal Degrees -116.016
State: Idaho County: Elmore
Description of lnterconnection Location: 60 MWac will interconnect to the l38kV Bowmont-
Canyon Creek-Strike transmission line #920 at the Grand View PV Solar substation. The other
20 MWac will interconnect to the 34.5kV Canyon Creek 42 distribution feeder.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected June 1. 2016 as the Scheduled First Energy Date.
Seller has selected July 1. 2016 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
37
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 80 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.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2o/o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
B-5
B-6
38
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.
B-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 Idaho Power desiguated 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 ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, 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 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
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 ldaho Power's ability and cost to attain the DNR designation for
the SeIIer'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
APPENDX C
ENGINEER'S CERTIFICATION
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:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter 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 isand this Statement is identified as Idaho Power Company Facility No.
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 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
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
40
years.
9. That Engineer recosnizes that Idaho Power, in accordance with paragaph 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/trer knowledge and therefore sets hiVtrer hand and seal below.
By
(P.E. Stamp)
Date
4t
APPENDX 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 ldaho.
2. That Engineer has reviewed the Energy 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 hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-County,tdaho.
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.
42
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
Date
By
43
APPENDX C
ENGINEER'S CERTMICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself and
hereinafter collectively referred to as 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 Energy Sales Agreement, hereinafter referred to as the
ooAgreement", 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
energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
44
applicable codes and consistent with Prudent Elecfical Practices as that terrn 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
termsoftheAgreementandwithPrudentElectricalPracticesfora-yearperiod.
ll.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
t2.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.
By
(P.E. Stamp)
Date
45
APPENDX D
FORMS OF LIQUID SECIJRITY
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.
1. 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).
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from aparty that satisfies the Credit Requirements, in a
46
forrn acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
forrn acceptable to Idaho Power, in favor of Idaho Power. The Irtter 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
E-l
APPENDX E
SOLAR FACILITY ENERGY PRICES AND INTEGRATION C}IARGES
(Prices based upon the energy shape and capacity specified in Appendix I)
Base Eners.v Purchase Prices - For all Base Energy received during Heavy Load Hours Idaho
Power shall pay the Base Energy Heavy Load Purchase Price less the Solar Integration Charge
specified below and for all Base Energy received during Light Load Hours Idaho Power shall pay
the Base Energy Light Load Purchase Price less the Solar Integration Charge specified below. All
of these prices are subject to revision as specified within paragraph7.4
Month/Year
Jan-15
Feb-15
Mar-l5
Apr-l5
May-I5
Jun-l5
Jul-l5
Aug-l5
Sep-15
Oct-15
Nov-I5
Dec-15
Jan-16
Feb-16
Mar-I6
Apr-I6
May-l6
Jun-I6
Jul-16
Aug-16
Sep-I6
Oct-I6
Nov-I6
Dec-I6
Jan-17
Feb-17
Mar-I7
Apr-I7
Base Energy Heavy
Load Purchase Price
(Mills/kwh)
$48.48
$48.56
$49.69
$39.49
$47.27
$46.28
$61.1s
$s9.91
$s4.46
$49.s4
$50.9s
$50.20
$s2.73
$s2.s3
s50.90
$46.77
$s0.08
s49.6s
$61.49
$62.76
ss6.3s
$ss.02
$s6.49
$s7.34
s5s.60
$ss.00
s54.1s
$48.06
Base Energy Light Load
Purchase Price
(Mills/kWh)
$48.21
947.94
$47.32
s3l.s3
$4s.61
$37.19
$s3.34
s51.13
$48.91
s48.72
$48.72
s48.68
$s2.08
$s l.s6
$48.16
847.59
s4s.97
s43.00
$s7.t2
ss8.59
$s4.17
$s4. l 8
$ss.74
$s6.20
$s4.24
$s3.0s
$s 1.78
$39.78
Solar Integration
Charge
(Mills/Kwh)
s0.99
s0.99
$0.99
s0.99
$0.99
$0.99
$0.99
s0.99
$0.99
$0.99
$0.99
$0.99
s1.02
s1.02
$1.02
$1.02
$1.02
$1.02
$1.02
$1.02
s1.02
$1.02
$1.02
$1.02
$1.0s
$1.0s
s1.0s
$1.0s
48
May-17
Jun-l7
Jul-17
Aug-l7
Sep-17
Oct-17
Nov-I7
Dec-17
Jan-l8
Feb-1 8
Mar-l8
Apr-l8
May-l8
Jun-l8
Jul-l8
Aug-l8
Sep-18
Oct-18
Nov-l8
Dec-l8
Jan-l9
Feb-19
Mar-l9
Apr-19
May-19
Jun-I9
Jul-l9
Aug-l9
Sep-19
Oct-19
Nov-l9
Dec-l9
Ja*20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
$s3.s7
$52.99
$65.12
s66.23
$61.20
$58.83
$60.07
$s9.67
$57.98
$s7.69
$51.02
$49.44
$s3.12
$s2.60
864.96
$69.99
$63.86
$61.01
$61.32
$60.99
$s9.39
$60.51
$48.80
s47.48
ss1.04
$s3.04
s67.01
$70.61
$6s.28
$62.3s
$62.66
$62.3s
s63.16
$s7.s3
s46.89
$46.34
s49.21
ss4.06
$68.42
$72.23
s63.77
$63.60
$63.s9
$63.s8
$6s.26
$s7.s7
$s3.65
s48.69
$48.02
$4s.32
ss9.73
$61.38
$56.1s
ss7.63
$59.38
$s9.44
$54.80
$56.6s
s49.s6
$49.34
949.34
$48.31
s64.82
$64.03
$61.49
$60.91
$60.91
$60.96
$s6.71
$s4.10
$47.76
$47.29
$46.04
$47.42
$63.6e
$64.08
$63.71
s62.34
$62.34
$62.34
$62.23
$s4.04
$46.90
$46.t4
$4s.31
$47.80
$64.8s
$6s.s2
$s8.94
$63.s7
$63.s7
$63.s7
$64.6s
$s 1.19
$50.s8
$48.69
$1.0s
$1.0s
$1.05
s1.0s
s1.05
$1.0s
$1.0s
$1.05
$1.08
$1.08
$1.08
s1.08
$1.08
$1.08
$1.08
$1.08
$1.08
$1.08
s1.08
$1.08
$1.11
$1.11
$1.1 1
$1.1 I
$1.11
$1.1 I
$1.11
$1.11
$1.11
$1.11
$1.1 I
$1.1 I
$1.1s
$1.1s
$1.1s
$1.1s
$1.1s
$1.1s
$l.ls
$l.ls
s1.ls
$l.ls
$l.ls
$1.1s
$1.18
$1.18
$1.18
$1.18
49
May-2I
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jw-22
Jul-22
Attg-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
INday-23
Jun-23
Jul-23
Atg-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jrn-24
Ju,l-24
htg-24
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
$55.1 8
$s6.89
$70.48
$74.86
$66.s1
$6s.27
$6s.42
$65.33
$67.60
$68.04
$60.s6
$53.31
$56.89
$61.0s
$74.09
$79.03
$73.19
$68.97
$68.91
$69.26
$70.19
$70.83
$6s.74
$s7.64
$60.28
s62.84
$76.88
s81.4s
$76.s7
s72.40
$72.48
$73.2t
s74.4s
s73.73
$64.84
ss4.34
ss8.92
$61.82
$83.00
s92.7s
s78.68
$7s.12
$7s.63
$76.29
s77.46
s76.16
$69.13
$ss.17
$48.69
$s0.01
$67.83
$67.s6
962.52
$6s.23
$6s.24
s65.2s
s66.37
$6s.22
$s4.73
$s3.01
$53.02
$s3.s0
971.32
$71.39
$68.70
$68.78
s68.71
$68.78
$67.51
$69.00
$62.66
s54.98
$s7.06
$s5.93
$76.31
$77.37
$7r.77
972.17
s72.02
$72.48
$71.88
$70.06
$64.78
$53.24
ss3.37
$s8.49
$79.02
$77.07
s76.82
$74.72
s74.8s
s7s.02
$77.s0
$7r.s7
$66.11
$s3.66
$1.18
$1.18
sl.18
$1.18
$1.18
$1.18
s1.18
$1.18
81.22
st.22
st.22
st.22
8t.22
9t.22
$r.22
$r.22
$r.22
$t.22
st.22
$1.22
$1.2s
$1.2s
s1.2s
s1.25
$1.2s
$1.2s
sl.2s
s1.2s
sl.2s
$1.2s
$1.2s
sl.2s
$l.29
$l.29
$1.29
$1.29
s1.29
$1.29
s1.29
s1.29
$1.29
$l.29
s1.29
$1.29
s1.33
$1.33
$1.33
s1.33
50
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
Jw-26
Jul-26
htg-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jvn-27
Jul-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
$6s.31
$67.83
$89.s5
$97.28
s81.81
$77.81
s79.06
$82.13
s80.62
$80.88
s6s.40
$57.48
$69.82
s70.81
s92.09
$97.81
$86.45
$81.12
$81.s8
$86.62
$82.89
$83.48
$74.79
s67.60
s66.73
s72.04
s96.s3
s101.26
s89.30
$83.78
s84.38
s9s.07
$86.63
s86.80
$70.34
$6s.0s
$76.18
$77.29
$102.29
$104.67
$92.34
s87.32
s88.14
$101.49
$89.6s
s89.7s
s77.02
s66.68
s62.03
$63.07
$79.75
$80.2s
$78.99
$77.70
977.70
$80.03
$80.80
$79.s8
$s7.48
$s3.s3
$68.ss
$66.91
$84.11
$83.78
$83.08
s80.91
$80.74
s83.s3
s80.ss
s80.s3
$71.92
$66.1s
s66.s9
$68.63
s84.54
$87.10
$8s.88
$83.s9
$83.86
$88.24
$82.40
$83.89
$70.s3
$66.43
s7s.s9
$74.11
s88.84
s89.76
s89.98
s86.47
$87.26
$92.70
$84.38
$87.92
$67.s7
$65.70
$1.33
$1.33
$1.33
$1.33
$1.33
$1.33
$1.33
$1.33
$1.37
$1.37
s1.37
$1.37
$1.37
$1.37
s1.37
$1.37
$1.37
$1.37
$1.37
$1.37
$1.41
$1.41
$1.41
s1.41
s1.41
s1.41
$1.41
$1.41
$1.41
$1.41
$1.41
$1.41
$1.4s
$1.4s
$1.45
$1.4s
s1.4s
s1.4s
$1.4s
$1.4s
s1.4s
$1.4s
$1.4s
$1.4s
$1.s0
$1.s0
$1.s0
$1.s0
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-31
Feb-31
Mar-31
Apr-31
May-31
Jun-31
Jul-31
Aug-31
Sep-31
Oct-31
Nov-31
Dec-31
Jan-32
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
$78.26
s77.98
$l l 1.23
s114.53
$96.73
$90.36
$91.61
$102.30
$93.27
$92.76
$75.91
$61.67
$68.33
s79.94
sl19.84
$r 18.38
s100.10
$93.67
$95.57
$108.54
s107.36
$104.87
$93.74
$73.86
$91.9s
$8s.78
$13s.89
$126.68
$107.38
$r12.49
$114.30
$12s.43
$r12.23
$109.3s
$101.10
s84.14
993.79
$91.02
$r47.62
$133.98
$1 1 1.32
$119.09
$124.10
$r27.23
$l1s.os
sr 12.09
s103.59
s86.12
s77.s2
$76.36
$96.98
s92.32
s93.91
s90.03
$90.38
$94.04
$91.73
$90.17
$74.84
s62.10
$61.93
$80.34
$107.86
$9s.77
$96.62
s93.60
s93.19
$96.77
$101.36
s9s.03
$86.64
$66.66
$84.39
$84.91
sI18.10
$100.09
$104.69
$100.42
$112.36
$119.10
$106.30
$96.61
$91.s2
$79.00
$91.s7
$89.2s
$r25.24
s107.93
$108.49
$108.7s
$r20.42
s121.s4
$108.94
$98.96
$93.72
$80.82
$1.s0
sl.s0
$1.s0
s1.s0
$1.s0
$1.s0
s1.s0
$1.s0
$1.s4
$1.s4
$1.54
s1.s4
s1.54
$1.s4
$1.s4
$1.s4
sl.s4
sl.s4
$1.s4
$1.s4
$1.s9
$1.59
s1.59
s1.s9
s1.s9
s1.s9
$1.s9
s1.s9
$1.s9
$1.s9
$1.59
$1.s9
$1.64
s1.64
s1.64
$1.64
$1.64
s1.64
$1.64
$1.64
s1.64
$1.64
$1.64
$1.64
s1.69
$1.69
s1.69
$1.69
52
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
Sep-34
Oct-34
Nov-34
Dec-34
Jan-35
Feb-35
Mar-35
Apr-35
May-35
Jun-35
Jul-35
Aug-35
Sep-35
Oct-35
Nov-35
Dec-35
Jan-36
Feb-36
Mar-36
Apr-36
May-36
Jun-36
Jul-36
Aug-36
Sep-36
Oct-36
Nov-36
Dec-36
$96.06
$93.21
$1s 1.50
$137.46
$114.12
$t22.r2
$127.28
$130.s1
$117.9r
$114.86
$106.10
$88.1 1
s98.3s
s95.41
$1ss.46
$140.99
$116.95
$125.19
$130.s1
s133.83
$120.86
$117.71
$108.69
s90.16
$100.71
s97.68
sr59.53
$r44.63
$119.87
s128.35
s133.83
$137.2s
s123.84
$120.60
sl l 1.32
$92.23
$103.09
$99.97
$163.67
s148.33
$122.82
$131.56
$t37.2r
s140.73
993.77
$91.38
$128.4s
$l10.62
sl l 1.20
$l l 1.47
$123.49
$124.6s
$111.62
s101.34
$95.94
$82.66
$9s.e9
$93.s3
$131.71
$113.3s
$113.95
$t14.22
s126.60
$r27.79
$1r4.38
$103.79
$98.22
$84.s5
$98.28
s9s.7s
$13s.07
$l16.16
$116.77
$l17.0s
$129.81
$131.04
$l17.17
$106.27
sl00.s3
s86.44
$100.s9
s97.98
$138.49
$l19.00
sl19.64
sl19.93
s133.06
$134.33
$1.69
s1.69
sI.69
$1.69
s1.69
s1.69
$1.69
s1.69
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.74
$1.79
$1.79
$l.79
$1.79
$1.79
$1.79
$1.79
s1.79
s1.79
$1.79
$1.79
$1.79
$1.84
s1.84
$1.84
$1.84
s1.84
$1.84
$l.84
$1.84
$1.84
$1.84
s1.84
$1.84
53
APPENDD( F
INSURANCE REQT'IREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the terrr of
the Agreement.
lnsurance 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 notifu Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate
this Agreement.
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 Insurance in the name of Idaho
Power Company and list Idaho 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 Insurance Industry Utility practices for similar
property.
2.
3.
4.
54
APPENDX G
SOLAR ENERGY PRODUCTION FORECASTING
Idaho Power shall make use of a Solar Energy Production Forecasting model to forecast the energy
production from this Facility and other Qualifying Facility solar generation resources. Seller shall
contribute to the cost of the Solar Energy Production Forecasting. The Facility's share of Solar Energy
Production Forecasting is deterrnined as specified below. Seller's payments for the cost of the Solar
Energy Production Forecasting in any Contract Year will not be greater than0.l% of the total energy
payments made to Seller by Idaho Power during the previous Contract Year.
a. For every month of this Agreement beginning with the first full month after the
First Energy Date as specified in this Agreement, the Solar Energy Production
Forecasting Monthly Cost Allocation (MCA) will be due and payable by the
Seller. Any Solar Energy Production Forecasting Monthly Cost Allocations
(MCA) that are not reimbursed to Idaho Power shall be deducted from energy
payments to the Seller.
b. During the first Contract Year, as the value of the 0.1% cap of the Facility's total
energy payments will not be known until the first Contract Year is complete,
Idaho Power will deduct the Facility's calculated share of the Solar Energy
Production Forecasting costs specified in item d each month during the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
c. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
55
of Solar projects having Commission approved agreements to deliver energy to
Idaho Power has been revised by an action of the Commission.
d. The monthly cost allocation will be based upon the following formula :
Where: Total MW (TMW) is equal to the total Nameplate Capacity rating of all
QF Solar projects that are under contract to provide energy to Idaho
Power Company.
Facilitv MW (TMW) is equal to the Nameplate Capacity rating of this
Facility as specified within the Agreement.
Annual Solar Enerw Production Forecastins Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Solar Energy
Production Forecasting. ldaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next year's AFCost.
Annual Cost Allocation (ACA) : AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) : ACA I 12
e. The Solar Energy Production Forecasting Monthly Cost Allocation (MCA) is due
and payable to Idaho Power. The MCA will first be netted against any monthly
energy payments owed to the Seller. If the netting of the MCA against the
monthly energy payments results in a balance being due ldaho Power, the
Facility shall pay this amount within 15 days of the date of the payment invoice.
56
APPENDX H
MECHANICAL AVAILABILITY GUARANTEE (MAG) PERFORMANCE REQUIREMENTS
Mechanical Availability Guarantee (MAG) - After the Operational Date has been established, the
Facility shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each
month during the full term of this Agreement (the "Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in ldaho Power calculating damages as
specified in this Appendix.
a. At the time the Seller provides the Monthly Power Production and Availability Report (Appendix
A), the Seller shall provide and certifu the calculation of the Facility's current month's Mechanical
Availability. The Seller shall include a summary of all information used to calculate the
Calculated Net Energy Amount including but not limited to: (a) Forced Outages, (b) Force
Majeure events, (c) Sufficient Prime Mover impact on generation, (d) scheduled maintenance, (e)
available solar insolation and (f) Station Use information.
b. The Seller shall maintain and retain for three years detailed documentation supporting the
monthly calculation of the Facility's Mechanical Availability.
c. Idaho Power shall have the right to review and audit the documentation supporting the calculation
of the Facility's Mechanical Availability at reasonable times at the Seller's offices.
d. If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
((85 percent of the month's Calculated Net Energy Amount) minus the month's actual
Net Energy deliveries) multiplied by the Availability Shortfall Price.
e. Any damages calculated in accordance with this Appendix will be offset against the current
month's energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Seller shall pay in full the remaining balance within 30 days of the date of
the invoice.
57
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