20140725Application.pdf

7!lml0
NPO1TER=
An IDACORP Comoanvf-iICE l\-rf:i:j
?01\ JUL 25 Pt{ h: 22
, r T r JRfil[-i'ii;[r ii s r ozu
DONOVAN E. WALKER
Lead Gounse!
dwalker@i dahopower. 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. IPC-E-14-20
Boise City Solar, LLC - ldaho Power Company's Application Regarding
Energy Sales Agreement
Dear Ms. Jewel!:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
Verv trulv vours.afu
Donovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (!SB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa I ker@ id a hopower. 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
BOISE CITY SOLAR, LLC, FOR THE SALE
AND PURCHASE OF ELECTRIC ENERGY.
i'1r.1'_" ',' -l";ri f-,,/!-i ir\uvL ; ^_,_L
?0li JUL 25 PH tr: 23
{:'rr _'lli-ri;-l'.:: ,-. , ,
UT lr-l i! i..S CC,:, : I'ir ll: :C;.
BEFORE THE IDAHO PUBLIC UT!L!T!ES COMMISSION
CASE NO. IPC-E-14-20
APPLICATION
ldaho Power Company ("ldaho 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 Boise City Solar, LLC ("Boise Solar'' or "Selle/') under which
Boise Solar would sell and ldaho Power would purchase electric energy generated by
Boise Solar's 40 megawatt ("MW') solar photovoltaic project ("Facility") located in Ada
County on South Cloverdale Road between Boise and Kuna, 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 Boise Solar
on July 15, 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 2O1 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 loss. 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 ldaho
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 Boise Solar entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for a 40 MW solar project. A copy of the ESA is attached to this
Application as Attachment 1. Under the terms of this ESA, Boise Solar elected to
contract with ldaho Power for a 2l-year term. The proposed project is expected to use
mono crystalline solar modules with Tier 1 inverters and utilize a dual axis tracking
system. The Facility is located on South Cloverdale Road between Boise and Kuna in
APPLICATION - 3
Ada County, ldaho, and has a nameplate rating of 39.989 MW AC. The Facility will be a
QF under the applicable provisions of PURPA.
6. Boise Solar has selected January 16,2016, as the Scheduled Operation
Date. Appendix B. Various requirements have been placed upon Boise Solar 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
incrementa! 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 Powe/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 $44lmegawatt-hour
("MWh') for light load hours in early months of the agreement to as high as $113/MWh
for heavy load hours in the later years of the agreement. The equivalent 2}-year
levelized avoided cost rate is approximately $72.15/MWh. 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
$161,461,924.
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
contract term. The solar integration charge is a negotiated rate agreed upon by the
APPLICATION - 4
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 16,2014,
and filed with the Commission on June 17, 2014. Idaho 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 ldaho. Case No. IPC-E-14-18. The
negotiated solar integration charge included in Boise Sola/s ESA starts at a charge of
$1.34/MWh forthe first year of the agreement (2015) and escalates to $3.11/MWh in
2036. The equivalent 2}-year levelized solar integration charge is approximately
$2.01/MWh. The solar integration charge for Boise Solar, agreed to by the parties, is
based upon the costs identified in the 100-300 MW tier of solar penetration from the
solar integration study. Because ldaho Power currently has 60 MW of existing solar
penetration (60 MW of executed PURPA solar projects in its Oregon jurisdiction) and 80
MW of proposed solar generation with the Grand View PV Solar Two, LLC, project in
queue before this project, the integration charge in the ESA is based upon 140 MW of
solar penetration with costs identified in the solar integration study for the 100-300 MW
increment.
9. This ESA, as wel! as the ESA for Grand View PV Solar Two, LLC, is the
first solar QF agreement submitted to the Commission for approva! 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
APPLICATION - 5
upon the approved incrementa! cost, integrated resource plan methodology. The form
of the ESA has severa! 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
Boise Solar have agreed to changes in some provisions that the parties propose for
Commission approval.
10. 90/1 10 Firmness Requirement. This ESA contains provisions for a 90/1 10
firmness requirement, as well as a solar integration charge, and the pricing adjustment
described below. ldaho Power prefers that 90/1 10 firmness be included in all PURPA
QF agreements. Idaho Power does not consider solar integration charges to be a
replacement for the 90/110 firmness requirements as those two mechanisms address
different things: 90/110 addresses the Commission definition of firmness for entitlement
to an avoided cost rate determined at the time of contracting for the duration of the
contract; whereas the solar integration charge addresses the increased system
operation costs (holding reserves, upward and downward regulation) because of the
variable and intermittent nature of the generation. Because of the negotiation and
inclusion of the price adjustment mechanism described below, and the inclusion of
90/110 firmness requirements, 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
APPLICATION - 6
that utilize the incremental cost, integrated resource plan pricing methodology. As
stated above, this ESA, as well as the ESA for Grand View PV Solar Two, LLC, is the
first 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
1.1, 1.13, 1.28, 1.31, 1.34, 3.4, 6.2, 7.4, and Appendix G. The purpose of this price
adjustment 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 20-year term of the
agreement. lf 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 AURORA power cost model run of ldaho Power'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 mode! 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
APPLICATION - 7
profile, this price adjustment mechanism was developed, negotiated, and agreed to by
the parties.
13. In this ESA, there is an allowance of 2 percent deviation in the monthly
Adjusted Estimated Net Energy Amount (as estimated for the 90/110 provisions) from
the generation profile estimates in Appendix G where there will be no price adjustment.
However, if the actual generation deviates downward by more than 2 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 2 percent deviation allowance for differences between the 90/110
Estimated Net Energy Amount compared to the generation profile provided by the
project at the time the contract price was determined. lf the project's 901110 Estimated
Net Energy Amount exceeds 100 percent of the original estimates, there is no price
adjustment. However, if the project falls short of the energy estimate (beyond the 2
percent deviation), there is an adjustment to the price and the price reduction is limited
to 10 percent.
14. ln this ESA, the monthly price adjustment and the 90/110 provisions work
together. That is, if the initial 901110 Estimated Net Energy Amounts (which initially are
the same as the Appendix G values) are changed to stay within the 90/110 performance
requirement, Appendix G is not changed and potentially a price adjustment may occur
due to the change in estimated net energy deliveries. However, if the project was to
elect to not change the 901110 Estimated Net Energy Amounts, a price adjustment may
not occur, but pricing change pursuant to the 901110 provisions may be triggered.
APPLICATION. S
Thus, in either circumstance, there is incentive for the project to provide accurate
estimates at the time contract pricing is calculated.
15. 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 G.
Pursuant to paragraph 3.4, Boise Solar warrants that the hourly energy estimates
provided in the generation profile set forth in Appendix G 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 1.1,
1.13, 1.28, 1.31, 1 .34,6.2, and 7.4 work together to provide for a monthly comparison of
the project's Adjusted Estimated Net Energy Amount (90/110 estimates) to the Monthly
Estimated Generation (generation profile from Appendix G). Adjusted Estimated Net
Energy is divided by Monthly Estimated Generation and expressed as a percentage.
tl 1.13. This percentage, plus 2 percent, then becomes the monthly Pricing Adjustment
Percentage. 1[ 1.34. The Pricing Adjustment Percentage is then applied to any Seller
adjustments of Estimated Net Energy Amounts as specified in paragraph 6.2.2, to the
month's heavy load and light prices in the ESA. 117.4.
16. Adiustment of Estimated Net Enerov Amounts. The parties have
negotiated a deviation from the requirement of only allowing for quarterly adjustments to
the Estimated Net Energy Amounts relevant to the 901110 provisions. Paragraph 6.2.2
provides for the ability to change Estimated Net Energy Amounts on a monthly basis.
This is the same provision that ldaho Power has negotiated in several PURPA QF hydro
APPLICATION - 9
contracts that have been submitted to the Commission for its review: Little Wood River
Ranch ll, Case No. IPC-E-14-06; Head of U Canal Project, Case No. IPC-E-14-07;
Eightmile Hydro, Case No. IPC-E-14-12; and Clark Canyon Hydro, Case No. IPC-E-14-
15. For Little Wood River Ranch !l and Head of U Canal Project, Commission Staff has
recommended rejection of the change from quarterly to monthly Estimated Net Energy
Amounts in the ESAs. Boise Solar's contract contains the same provision for monthly
estimates relevant to the 901110 Estimated Net Energy Amounts. The Commission has
not yet ruled upon whether it will approve or reject the change to the monthly estimates,
as opposed to the previously approved quarterly estimates. The Company hereby
incorporates the rationale and request to approve monthly estimates as set forth in its
Reply Comments for Case Nos. IPC-E-14-06 and IPC-E-14-07, and respectfully
requests Commission approval of this change.
17. Market Enerqv Cost. The definition of "Mid-Columbia Market Energy
Cost" was modified to replace reference to the Dow Jones index with reference to the
lntercontinental Exchange (lCE) index and formula consistent with the changes
approved by the Commission in the settlement stipulation for Case No. IPC-E-13-25.
18. Delav Damaqes 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.
19. Environmental Attributes. Article Vlll, "Environmental Attributes," contains
negotiated provisions to indicate that ldaho Power owns 50 percent of the
APPLICATION - 1O
environmental attributes associated with the Facility and that the Seller owns 50 percent
of the environmental attributes in conformance with Commission orders.
20. 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 ("GIA'), compliance
with GIA requirements, and designation as an ldaho Power network resource as
conditions of Idaho 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
transmission service request in order to maintain compliance with ldaho Power's non-
discriminatory administration of its Open Access Transmission Tariff (OATT) and
maintain compliance with FERC requirements.
21. 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 Boise Solar for purchases of energy will be allowed
as prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
22. 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. lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
APPLICATION - 11
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
23. 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 ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
dockets@idahooower. com
Randy C. Allphin
Energy Contract Ad ministrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ral I phin @ idahopower.com
VI. REQUEST FOR RELIEF
24. 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 Boise Solar, without change or
condition; and, if accepted, (3) declaring that all payments for purchases of energy
under the ESA between ldaho Power and Boise Solar be allowed as prudently incurred
expenses for ratemaking purposes.
Respectfulty submitted this 25th day of July 2014.
DONOVAN E. WALKER
Attomey for ldaho Power Company
APPLICATION.l2
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 25th day of July 2014 I 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:
Mark van Gulik
Boise City Solar, LLC
P.O. Box 7354
Boise, ldaho 83707
Dean J. Miller
McDEVITT & MILLER, LLP
420 West Bannock
Boise, ldaho 83702
Hand DeliveredX U.S. Mail
X U.S. Mail
Overnight Mail
FAX
Email [e-mail]
Hand Delivered
Overnight Mail
FAXX Email [e-mail]
Christa Bearry, Legal Assistant
APPLICATION - 13
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-20
IDAHO POWER COMPANY
ATTACHMENT 1
Article
I
2
J
4
5
6
7
8
9
l0
ll
t2
l3
t4
l5
t6
t7
l8
l9
20
2t
22
23
24
25
26
27
28
29
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPA}.IY
AND
BOISE CITY SOLA& LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Solar Facility Energy Prices
Insurance Requirements
Estimated Hourly Energy Production
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating greater than 100 kW)
Project Name: Boise CiU Solar. LLC
Project Number: 25088520
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on tnis /74 day of
In/u 2014 between BOISE CITY SOLAR, LLC an Idaho Limited Liability Company (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.
TI{EREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Adusted Estimated Net E " -the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2 or 6.2.3.
1.2 "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 "Documents") and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
1.3
t.4
1.5
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to ldaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.42.
"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.
"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.
1.6
1.7
1.8
1.9
Ll0 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
I . I I "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.
"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: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
t.t2
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' 13;
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, (iv)
any investment tax credits under Section 48 of the lnternal Revenue Code or any successor, or
any provision of applicable law providing for federal, state, or local tax credit (including
depreciation deductions), or (v) emission reduction credits encumbered or used by the Facility for
compliance with local, state, or federal operating and/or air quality permits.
l.l3 "Estimated Net Ener&v Amount Adjustment Percentage" - (Adjusted Estimated Net Energy
Amount divided by the applicable month's Monthly Estimated Generation) expressed as a
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Athibutes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
percentage. If this calculation results in a value greater than l00o%, the result of this calculation
will be 100%.
l.l4 "E4giliq" - That electric generation facility described in Appendix B of this Agreement.
1.15 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V and after the Seller requested First Energy
Date.
1.16 o'ForcedOutage"-apartialortotalreductionofa) theFacility'scapacitytoproduceand/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was 4.! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.l7 "Generation Interconnection Agreement (GlA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l8 "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.
I . 19 "Heavy 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, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.20 "Hourly Energy Estimates" - the hourly energy estimates provided by the Seller and included in
Appendix G of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
1.21 "Interconnection Facilities" - All equipment specified in the GIA.
1.22 "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.
1.23 ('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 Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1,24 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.25 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.26 "Maximum Capacitv Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.27 "Mid-Columbia Market Energy Cost" - is 82.4Yo of the monthly arithmetic average of
each day's Intercontinental 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 * f i tffCf Mid-C Peak Avg* x HL hours for day) +
X:I
(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
1.31
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.
1.28 "Monthly Estimated Generation" - the monthly estimated generation as specified in Appendix G
identified as the Monthly estimated kwh.
1.29 "Monthly Nameplate Energy" - Nameplate Capacity multiplied by the hours in the applicable
month.
1.30 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
"Ne!_EugIg" - 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.
"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.
"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.
"Pricing Adjustment Percentage" - Estimated Net Energy Amount Adjustment Percentage plus
zyo. lf this calculation results in a value greater than 100%o, the result of this calculation will be
100% or if this calculation results in a value less than 90Yo,the result of this calculation will be
90%.
1.32
1.33
1.34
6
1.35 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.36 "Renewable Energy Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Athibutes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.37 "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.
1.38 "Schedule 72" - Idaho Power's TariffNo l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.39 "Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
1.40 "Solar Integration Charge" - 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.
l.4l "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.42 "Surplus Energy" - Is (l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly Estimated Net
Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month is less than90%o of the monthly Estimated Net Energy Amount for the corresponding
month specified in paragraph 6.2,then all Net Energy delivered by the Facility to the ldaho
Power electrical system for that given month, or (3) all Net Energy produced by the Seller's
1.43
2.1
2.2
3.1
3.2
Facility and delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
"Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELI"ANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE TII: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Qualifuing Facilitv Status - Seller warrants that the Facility is a "Qualifuing Facility," as that
term is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take
such steps as may be required to maintain the Facility's Quali$ing Facility status during the term
of this Agreement and Seller's failure to maintain Qualifuing Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifuing
Facility status and associated support and compliance documents upon reasonable request during
3.3
the term of this Agreement.
Solar Project Qualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
Seller's failure to maintain Solar Project status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Solar Project status and associated support
and compliance documents upon reasonable request during the term of this Agreement.
Hourly Energy Estimates - Seller warrants that the Hourly Energy Estimates provided by the
Seller and contained in Appendix G are accurate estimates of the Facility's expected hourly
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. Material deviations from these Hourly Energy Estimates will be
a Material Breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition 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 Qualifuing Facility and evidence of compliance with
the eligibility to be classified as a Solar Project as referenced in Commission Order
32697.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
3.4
4.1
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to ldaho Power has been received.
4.1.4 Nameplate Capacitv - Submit to ldaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
upon the manufacturer's specified generation ratings for the specific Generation Units.
4.1.5 Completion certificate - Submit a certificate executed by an authorized agent of the
Seller attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.7 Interconnection - Provide written confirmation from ldaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.8 Network Resource 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 at the Point of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
10
have achieved the status of being an Idaho Power Designated Network Resource
(DI.IR) prior to Idaho Power accepting any energy from this Facility. Appendix
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 GI.A that enable the
Facility to come online can ldaho Power begin the final process of designating
this resource as an ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Energy Date. Therefore, Idaho
Power will begin this process 30 days prior to the Scheduled First Energy Date
specified in Appendix B of this Agreement and only after ldaho Power has
received confirmation that the GIA requirements have been completed. If the
Seller estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notifr ldaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the project be able to
deliver any energy to [daho Power until such time as ldaho Power has designated
this Facility as an ldaho Power Network Resource.
4.1.9 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective5.1
l1
5.3
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.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
Maintenance (O&M) Policy as described in Commission Order No.21690. These
certificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement. For the avoidance of
doubt, delays in the interconnection and./or transmission network upgrade study, design and
construction process that are caused by Idaho Power and Force Majeure events affection Seller
t2
5.4
5.5
5.6
5.7
5.8
shall prevent Delay Damages or Termination Damages from being due and owing as calculated in
accordance with this agreement.
Termination - If Seller fails to achieve the Operation Date prior to expiration of the Delay Cure
Period, such failure will be a Material Breach and ldaho Power may terminate this Agreement at
any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
within l5 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and ldaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Securitv Deposit - Within thirty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XXI, the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by ldaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 ldaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
l3
6.1
6.2
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energ.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 ldaho
Power at the Point of Delivery.
Estimated Net Energy Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix G and as listed below:
Month
January
February
March
April
May
June
July
August
September
October
November
December
Total
kwh
4,607,597
6,093,505
8,267,956
9,262,113
11,263,730
I 1,53 1,587
12,958,679
12,062,332
g,gg5,g3l
8,621,560
5,088,452
4.528.304
104,181,646
6.2.2 Seller's Adiustment of Estimated Net Energv Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Energy Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
t4
August
September
October and any future months
November and any future months
October December and any future months
a.) This written notice must be provided to ldaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via retum electronic verification of
receipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Energy Amounts.
6.2.3 Idaho Power Adjustment of Estimated Net Energy Amount - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by Idaho Power, the
Estimated Net Energy Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA
SGU
Current Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
TGU :
15
RSH :Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
: Actual total hours in the current month
Resulting formula being:
AdiustedEst-imated NEA
Net Energy
Amount
x NEA ) r(H( t '-,*))
6.3
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy.
Failure to Deliver Minimum Estimated Net Energ.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.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base EnergJ 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 less the Solar Integration Charge.
Base Ener&v 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 less the Solar Integration Charge.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price less the
Solar Integration Charge for that month, whichever is lower.
Price Adjustment - Upon acceptance of a Seller Adjustment of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,ldaho Power will calculate the Pricing Adjustment Percentage for
7.2
7.3
7.4
16
7.5
7.6
7.7
the applicable month(s). All pricing contained within Appendix E for the applicable month(s) will
be multiplied by the Pricing Adjustment and the resulting revised prices will replace the prices
contained within Appendix E until such time as the Seller submits a new Seller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing Adjustment Percentage will be
calculated and applied in accordance with this paragraph.
Delivering Net Energy that exceeds the Monthly Nameplate Energy to ldaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to Idaho Power will be disbursed to the Seller within thirty (30) days of the date which Idaho
Power receives and accepts the documentation of the monthly Base Energy and Surplus Energy
actually delivered to ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energ.v. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d | 261 (1985), Afton Energy. [nc. v. Idaho Power Company, I I I Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50Yo 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 ldaho Power occurs. Idaho Power's title to 50%;o of the Environmental Attributes shall expire at
l7
8.2
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 50%o of these additional Environmental Attributes or environmental values that are
associated with the Net Energy delivered by the Seller to Idaho Power. Seller shall use prudent
and commercially reasonable efforts to ensure that any operations 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.
8.2.1 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 ldaho Power's Western Renewable Energy Generation Information System
(*WREGIS") account or any other Environment Aftribute 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 50Yo of the Environmental
Attributes to Idaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and tracking system initially selected by ldaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
identifr 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
l8
9.1
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If ldaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by ldaho Power for those Environmental
Attributes delivered to Idaho Power from the Seller. [f the Seller incurs cost, as a result
of Idaho Power's request, and if the additional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with ldaho Power in obtaining such certification.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERING" METERING COMMUNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
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 Idaho Power needs to administer this Agreement and
integrate this Facility's energy production into the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GI.A. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the G[A.
19
l0.l
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 l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho 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 GLA.
Supervisory Control and Data Acquisition (SCADA) Telemetry - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph 10. I and I 0.2, 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 GIA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the GLA.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
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, Inadvertent Energy and maximum hourly
generation in kW.
10.3
I l.l
11.2
20
ARTICLE XII: OPERATIONS
12 .l Communications Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GI,A.
12 .2 Acceptance of Enerry -
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
Delivery:
a.) If energy deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
b.) If interruption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292304t.
c.) If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GI,A.
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
I Any electric utility which gives notice ... will not be required to purchase electric energy or capacity during any
period during which, due to operational circumstances, purchases from qualiffing facilities will result in costs
greater than those which the utility would incur if it did not make such purchases, but instead generated an
equivalent amount of energy itself.
2t
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 The Parties acknowledge that Section 12.2 is intended to be interpreted and applied in a
manner that does not alter the curtailment and purchasing rights and responsibilities
established in 18 C.F.R. $292.307(bXl) (2013) and 18 C.F.R. $ 292.101(bX4) (2013). 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
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries -
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. tn the month(s)
in which the Declared Suspension of Energy occurred, the Estimated Net Energy Amount
will be adjusted as specified inparagraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
22
paragraph 12.3.1, the Seller will notif, the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide ldaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Energy Deliveries, and the reduced level (kW)
of energy deliveries the Facility is requesting that will be set as the maximum energy
deliveries to Idaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
qualiffing for a Declared Suspension of Energy Deliveries as specified in paragraph
12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
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
schedule. Neither Party shall unreasonably
schedule.
system requirements and the Seller's preferred
withhold acceptance of the proposed maintenance
23
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - tdaho 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
Indemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The 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 XTV: FORCE MAJEURE
As used in this Agteement, "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
t4.t
24
l5.l
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fres, lightning, epidemics, sabotage, action or restraint by court order or public or
government authority (as long as the affected Party has not applied for or assisted in the
application for such court or government action) which, by the exercise of reasonable foresight
such party could not reasonably have been expected to avoid and by the exercise ofdue diligence,
it shall be unable to overcome. Fluctuations and/or changes of the motive force and/or the fuel
supply are not events of Force Majeure. If either Party is rendered wholly or in part unable to
perform its obligations under this Agreement because of an event of Force Majeure, both Parties
shall be excused from whatever performance is affected by the event of Force Majeure, provided
that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before
such occurrence shall be excused as a result ofsuch occurrence.
ARTICLE XV: LI-ABILITY: DEDICATION
Limitation of Liability -Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a 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.
Dedication - No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication ofthat Party's system or any portion thereofto the Pafi or the
t5.2
25
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
l6.l Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
t7.t
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.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
l8.l This Agreement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
l9.l
ARTICLE XIX: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
26
19.3
19.2.2
t9.3.2
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 lnsurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, speciffing the manner in which such
default occurred. 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.
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 ldaho, which
Certification of Ongoing O&M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every
19.3.3
27
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.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
21.1
ARTICLE XXI: COMMISSION ORDER
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.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party 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. Any purported assignment in derogation of the foregoing shall
be void. This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contract. Idaho Power shall have
28
23.1
24.1
25.1
the right to be notified by the financing entity that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED 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:
Name:
Telephone:
E-mail:
Telephone:
Email:
Original document to:
Boise City Solar, LLC
Attn: Mark van Gulik
PO Box 7354
Boise, Idaho 83707
208-342-4836
mvan gulik@sunere)rworld.com
Copy of Document to:
McDevitt & Miller LLP
Attn: Dean J Miller
420 West Bannock
Boise,Idaho 83702
(208)343-7s00
[e-mail]
29
To [daho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email : [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Pafi.
25.2 AuthorizedAgent(s)
Name Title
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTTCLE 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
30
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or transmission
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to ldaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 32817 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Solar Facility Energy Prices
3l
Appendix F
Appendix G
Insurance Requirements
Estimated Hourly Energy Production
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
28.1
29.1
ARTICLE XXVIII: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
32
Dated
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Boise City Solar, LLC
By
1.r1 14
Dated 1.15-t4
o'Idaho Power"
Sr. Vice President, Power Supply
33
l
APPENDIX A
A _I MONTHLY POWER PRODUCTION AND SWITCHTNG REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total 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
MONTM,Y POWER PRODUCTION AIID SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Output
Station
Usage
*
1
2
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
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 l2:00AM (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.
SELLER CONTACT INFORMATION
Seller's Contact lnformation
Project Management
Name: Mark van Gulik
TelephoneNumber: [phone]
A-3
24-Hour Project Operational Contact
Name: Cameron Coleman
TelephoneNumber: [phone]
(208) 8s9-4836
mvan gu I [e-mail]
(541) sl3-79s1
[e-mail]
(s4l) sl3-7esl
ccoleman@sunergyworld. com
Project On-site Contact information
Name: Cameron Coleman
TelephoneNumber: [phone]
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
36
B-l
APPENDX B
FACILITY AND POTNT OF DELIVERY
Project Name: Boise City Solar, LLC
Project Number: 25088520
DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and YAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
Boise City Solar, LLC will be a 48.i,80 MNW (DC) or 39.989 MW (AC) utility scale solar
generationfacility. The technologt plannedwill utilize mono crystalline solar modules with Tier
I inverters. l{e are planning to use a Dual Axis Tracking systemfor maximum electrical
generation.
Nameplate: 39.989 MW AC
Var Capability (Both leading and lagging) Leading is 1.0 Lagging is 1.0 (Please note, we have
the ability to adjust these values pursuant to ldaho Power Company's specific requirements if
necessary.)
LOCATION OF FACILITY
Near: South Cloverdale Road
Actual or nearest physical street address: 10600 Sand Creek. Kuna. ID 83634 (Boise Citv - 20
Mile Farm)
GPS Coordinates: Latitude Decimal Degrees 43 degrees 23 minutes 12.10 seconds N
Longitude Decimal Degrees I l6 degrees 20 minutes 02.74 seconds W
State: Idaho County: Ada
Description of Interconnection Location: Two locations, our first desired location would be
directly to the South to the existing transmission line, our second choice would be north to the
substation on Cloverdale. (Kuna Mora)
B-2
37
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December l. 2015 as the Scheduled First Energy Date.
Seller has selected Janua{v 16. 2016 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
MAXIMUM CAPACITY AMOUNT:
This value will be 48.18 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 ldaho Power electrical system at any moment in
time.
B-4
B-5 POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GLA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GLA will
become an integral part of this Agreement.
8-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the 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 ldaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at 2Yo of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho Power with the electrical equipment specifications (transformer loss
38
B-7
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DES IGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource (*DNR"). Federal Energy
Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to the Seller's Facility, 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 Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have l) filed a
Generation lnterconnection application, 2) submitted all information required by Idaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can significantly impact Idaho Power's ability and cost to attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility
hereinafter referred to as the "Project."
is the subject of the Agreement
No. and is
4. That the Project, which is commonly known as the Project, is located in
Section
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
40
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on 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 his/trer hand and seal below.
(P.E. Stamp)
Date
By
4t
APPENDX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself/herself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
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
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility No.
is the subject of the Agreement
and hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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/her hand and seal below.
By
(P.E. Stamp)
Date
43
APPENDIX C
ENGTNEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement", between Idaho Power as Buyer, and as Seller, dated
aJ.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as
and is hereinafter referred to as the "Project".
Idaho Power Company Facility No
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.
44
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
termsoftheAgreementandwithPrudentElectricalPracticesfo.a-yearperiod.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his/trer knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
By
45
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisft 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 ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. or any successors
shall be deemed to have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
46
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
47
E-l
APPENDIX E
SOLAR FACTLITY ENERGY PRICES
(Prices based upon the energy shape and capacity specified in Appendix G)
Base Enerry 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 lntegration 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 paragraph 7.5
Base Energy Heavy
Load Purchase
MonthfY'ear Price (Mills/kWh)
Jan-15 $45.90
Feb-15 $46.16
Mar-15 $46.41
Apr-15 $46.67
May-15 $46.92
Jun-15 $47.18
Jul-15 $47 .43
Aug-15 $47.69
Sep-15 $47 .94
Oct-15 $48.20
Nov- 15 $48.45
Dec-15 $48.71
Jan-16 $48.96
Feb-16 $49.22
Mar-16 $49.47
Apr-16 $49.73
May-16 $49.98Jun-16 $50.24
Jul-16 $50.49
Aug-16 $50.75
Sep-16 $51.00
Oct-16 S51.26
Nov-16 $51.51
Dec- 16 S5l .77
Jan-17 S52.03
Feb-17 $52.28
Mar-17 $52.54
Base Energy Light Solar Integration
Load Purchase Price Charge(Mills/kwh) (Mills/kwh)
$44.74
$44.96
$4s. l 8
$45.40
$4s.62
$45.84
$46.06
$46.28
$46.s0
$46.72
$46.94
$47.17
$47.39
$47.61
$47.83
$48.0s
$48.27
$48.49
$48.71
$48.93
$49.1 s
$49.37
$49.s9
$49.81
ss0.03
ss0.26
ss0.48
$1.34
$1.34
$1.34
$1.34
$1.34
$ 1.34
$1.34
$1.34
$ 1.34
$1.34
$1.34
$1.34
$1.38
$1.38
$ 1.38
$1.38
$1.38
$1.38
$ 1.38
$1.38
$1.38
$1.38
$1.38
$1.38
sl.47
9t.47
s1.47
48
Apr-I7
May-17
Jun- I 7
Jul-17
Aug-17
Sep-l 7
Oct-17
Nov-I7
Dec-17
Jan-l 8
Feb-l 8
Mar-I8
Apr-18
May-I8
Jun-l 8
Jul-18
Aug-I8
Sep-l 8
Oct-I8
Nov-I8
Dec-18
Jan-19
Feb-19
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
lan-21
Feb-2 I
ss2.79
$s3.0s
$s3.30
$s3.s6
$s3.81
$s4.07
$54.32
$54.s8
$54.83
$s5.09
sss.34
sss.60
$ss.8s
ss6. I I
ss6.36
ss6.62
$56.87
$s7. l3
$s7.38
$s7.64
$s7.89
$s8. I 5
$s8.40
$s8.66
$s8.92
ss9.17
ss9.43
ss9.68
ss9.94
$60.19
$60.4s
$60.70
$60.96
$61.21
$61.47
$61.72
$61.98
$62.23
s62.49
$62.74
$63.00
$63.2s
s63.s l
$63.76
$64.02
s64.27
$64.s3
ss0.70
$s0.92
ss l. l4
$s 1.36
$s l.s8
$s 1.80
$s2.02
$s2.24
$52.46
$s2.68
$s2.90
$s3. l2
$s3.34
ss3.s7
ss3.79
s54.01
$s4.23
$54.4s
$s4.67
$54.89
$55.11
$ss.33
sss.ss
9s5.77
$55.99
ss6.2l
ss6.43
$s6.6s
$s6.88
$57.1 0
$s7.32
$s7.s4
$s7.76
$s7.98
$58.20
$s8.42
ss8.64
$s8.86
ss9.08
$59.30
$s9.s2
8s9.74
sse.97
$60.19
$60.41
$60.63
$60.8s
$1.47
$1.47
$1.47
$1.47
$1.47
$1.47
s1.47
$1.47
$1.47
$1.s5
$l.ss
$1.ss
$l.ss
$1.ss
$1.ss
$l.ss
sl.ss
$1.5s
$l.ss
sl.5s
$1.s5
$1.64
$1.64
$1.64
$ 1.64
$1.64
$ 1.64
s1.64
s1.64
$1.64
$l.64
$1.64
s1.64
s1.73
s1.73
s1.73
$1.73
$1.73
$1.73
$1.73
$1.73
$1.73
$ 1.73
$ 1.73
$1.73
$1.81
$ l.8l
49
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-Z1
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
INf,ar-24
Apr-24
May-24
Jun-24
Jul-24
Aug-24
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
$64.78
$6s.04
s6s.30
$6s.ss
$6s.81
$66.06
866.32
s66.s7
s66.83
$67.08
$67.34
$67.se
$67.8s
$68.10
$68.36
$68.61
$68.87
$69.12
$69.38
s69.63
$69.89
s70. l4
$70.40
$70.6s
$70.91
$71.16
$7t.42
$71.67
$71.93
$72.19
$72.44
$72.70
$72.95
$73.21
$73.46
$73.t2
$73.97
$74.23
$74.48
$74.74
$74.99
s7s.2s
s7s.s0
$7s.76
$76.01
$76.27
$76.s2
$61.07
$61.29
s6l.5l
$61.73
s6l.9s
s62.17
s62.39
$62.61
s62.83
s63.0s
$63.28
$63.s0
$63.72
$63.94
$64.16
$64.38
$64.60
$64.82
$6s.04
$6s.26
$6s.48
s6s.70
$6s.92
$66. l4
s66.36
$66.s9
$66.81
$67.03
$67.2s
$67.47
$67.69
$67.91
$68.13
$68.35
$68.s7
$68.79
s69.01
s69.23
$69.4s
s69.68
$69.90
$70.12
s70.34
$70.s6
s70.78
$71.00
$71.22
s1.81
sl.8l
$1.81
$ l.8l
$ 1.81
$ 1.81
$ l.8l
$ l.8l
$1.81
$1.81
s1.90
$1.90
s1.90
$ 1.90
$1.90
$1.90
$1.90
$ 1.90
$1.90
$1.90
$ 1.90
$ 1.90
$1.98
s1.98
$1.98
$1.98
s1.98
$1.98
s1.98
s1.98
s1.98
$1.98
s1.98
$1.98
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
$2.07
s2.07
$2.16
50
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
td-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jun-27
Jul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
s76.78
$77.03
$77.29
s77.s4
$77.80
s78.0s
s78.31
s78.s6
s78.82
$79.08
$79.33
$79.s9
$79.84
$80.10
$80.3s
$80.61
$80.86
$81. l2
$81.37
$81.63
s81.88
$82.14
$82.39
$82.6s
$82.90
$83.16
$83.41
$83.67
$83.92
$84. I 8
$84.43
$84.69
$84.94
$8s.20
$8s.45
$8s.71
$85.97
$86.22
$86.48
$86.73
$86.99
$87.24
$87.s0
$87.7s
$88.01
$88.26
$88.s2
$71.44
$71.66
$71.88
$72.10
$72.32
$72.s4
$72.76
$72.99
$73.21
$73.43
$73.6s
$73.87
$74.09
$74.31
s74.s3
s74.75
$74.97
s7s.19
s7s.4l
$7s.63
s7s.8s
$76.07
$76.30
s76.s2
$76.74
$76.96
s77. r 8
s77.40
s77.62
$77.84
$78.06
$78.28
s78.s0
$78.72
$78.94
$79.16
$79.38
$79.61
s79.83
s80.0s
$80.27
s80.49
$80.71
$80.93
$81 .1s
$81.37
$81.s9
s2.1 6
$2. l6
$2.16
$2.16
$2.16
$2.16
s2.16
s2.16
$2.16
$2.16
$2.16
$2.24
$2.24
$2.24
$2.24
$2.24
$2.24
$2.24
s2.24
$2.24
$2.24
$2.24
$2.24
$2.33
$2.33
$2.33
$2.33
$2.33
s2.33
s2.33
s2.33
$2.33
s2.33
s2.33
s2.33
92.42
s2.42
$2.42
s2.42
$2.42
s2.42
$2.42
$2.42
$2.42
$2.42
s2.42
s2.42
51
Jan-29
Feb-29
Mar-29
Apr-29
May-29
lun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-3 I
Feb-31
Mar-31
Apr-31
May-31
Jun-3 I
Jul-31
Aug-31
Sep-3 I
Oct-31
Nov-31
Dec-31
Jan-32
Feb-32
Mar-32
Apr-32
May-32
Jun-32
lul-32
Aug-32
Sep-32
Oct-32
Nov-32
$88.77
$89.03
$89.28
$89.s4
$89.79
$90.0s
$e0.30
s90.s6
$90.81
s91.07
s91.32
s9l.s8
s91.83
$92.09
$92.34
$92.60
$92.86
$93.1 I
s93.37
s93.62
s93.88
s94. I 3
$94.39
s94.64
s94.90
s9s. I 5
$9s.41
s9s.66
$9s.92
s96. I 7
$96.43
$96.68
$96.94
$97.19
$97.4s
$97.70
$97.96
$98.21
$98.47
$98.72
$98.98
$99.24
$99.49
$99.7s
$100.00
$r00.26
$ l00.s l
$8r.8l
s82.03
s82.25
$82.47
s82.70
$82.92
$83.14
$83.36
s83.s8
$83.80
s84.02
$84.24
$84.46
$84.68
$84.90
$8s.r2
$8s.34
$8s.s6
$8s.78
$86.01
$86.23
$86.4s
$86.67
$86.89
$87.1I
$87.33
$87.ss
$87.77
$87.99
$88.21
$88.43
$88.6s
$88.87
s89.09
$89.32
$89.54
$89.76
$89.98
s90.20
s90.42
$90.64
s90.86
$91.08
$91.30
$91.s2
s91.74
$91.96
$2.50
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.s0
$2.50
$2.s9
$2.s9
$2.s9
$2.s9
$2.s9
$2.s9
$2.s9
s2.s9
$2.s9
$2.s9
$2.s9
s2.s9
$2.67
$2.67
$2.67
$2.67
$2.67
$2.67
s2.67
$2.67
s2.67
$2.67
92.67
s2.67
s2.76
$2.76
$2.76
$2.76
$2.76
$2.76
$2.76
$2.76
$2.76
$2.76
$2.76
52
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
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
$100.77
$ 101.02
$10r.28
$ l0l .s3
$101.79
s102.04
s102.30
$ r 02.ss
$102.81
$103.06
sr03.32
s 103.57
$103.83
$104.08
$104.34
$104.s9
$104.8s
$l0s.r0
sl0s.36
sl0s.6r
sl0s.87
$106.13
$106.38
s106.64
$106.89
$107.15
$107.40
$107.66
$107.91
$108.17
$r08.42
s108.68
$r08.93
$109.19
$109.44
$109.70
$109.9s
$l10.21
$l10.46
$110.72
$l10.97
$l l 1.23
$l11.48
$l I 1.74
$l l 1.99
$tt2.2s
$l12.s0
$92. I 8
$92.41
s92.63
s92.8s
s93.07
s93.29
s93.s l
se3.73
$93.95
s94.17
$94.39
s94.61
$94.83
$9s.0s
$9s.27
$95.49
$95.72
$9s.94
$96.16
s96.38
$96.60
$96.82
$97.04
$97.26
$97.48
s97.70
$97.92
$98. l4
$98.36
$98.s8
$98.80
$99.03
$99.2s
$99.47
$99.69
$99.91
sl00.l3
$100.35
sl00.s7
$100.79
$101.01
$101.23
s101.45
$101.67
s10r.89
$102.12
s102.34
s2.76
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
$2.8s
s2.8s
$2.8s
$2.93
$2.93
$2.93
s2.93
s2.93
s2.93
s2.e3
$2.93
s2.93
$2.93
s2.93
$2.93
$3.02
$3.02
$3.02
$3.02
$3.02
$3.02
$3.02
s3.02
s3.02
$3.02
$3.02
$3.02
$3.1I
$3.1I
$3.1I
$3.11
s3.11
s3.1 I
$3.1I
s3.11
$3.1I
s3.l I
53
Nov-36
Dec-36
$112.:76
$113.02
$102.56
$102.78
$3.1I
$3.1I
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
I.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff ldaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these lnsurance 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 l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list ldaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance for both bodily injury and property damage with
limits equal to $1,000,000, each occulrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
Seller shall be entitled to self-insure these coverage's with approval of Idaho Power, which
shall not be unreasonable withheld, delayed or conditioned.
4.
5.
55
ili ii
El! qiq:q$i'i'i'
:-i".""-:---Bi riili ololo3l:oieloll: :ii:i
@!oolo
oiooio oioitso;oiF
E::.*i:g a
N
qt<\NiN
(e!!
N;N
JR
i
,l"-.-
iq
=i€;e
ti*:o9:oie
e:ee!o
o:ee:o qo
oiooio
oiooio
oe
qo
!ii!t! iial! 6:6 | 6tli dloiodl: ii
ili
o:oo:e a,o oaoo:o
:
(c q
N t€R
6l a six e!oo qo oioo:0 qa
iii$:illioioio{:o;o:ofii ii
:-.--:--*i--
Iri ;ill!ai9:ellioio:o<li i!iiiil:i..."-i---:---ti:
:1, oio, o.llioio:dilii!!
oto I o:+ql qa a a ..{
st 6i i 6i e .q
s,o oio:o
qo
oo
to
i-.--'
i
io
qo
qo
qo
\
(?@.
R
cqa
N:@eiB
i-'i-*
f|lqBitx
o'ln
qa
q,a a
g
Ia
a
8:S
a:g
ng
d!
-:d!:6S, =:.d
o.o qo qo
r'lo oo qo
oioiooie;Q qe co ce €q 6l&\a sr
<?.ls t'i sBia fl ott:N:_:^i^*isr=ilrErE
lli oiqioll: oiolo
-.: iiSli oioio!ll! ei!eiio{ti ii
Et: iiEli o: oio
lli -i-i-
qialeoloio
oiQioo:oio
- ic.l i .q:qlq | -;i! +! F! E! 6! Ni
o! o! qi q! q! 6|io:@iSPiRtKtRi
o!-!a:qiq!\i: O;6:6r6r6:
<:6i o:aioloN! Oi EiNiO:O
qjoqicq!.qiqi6?
o: Ni aioiNiN
.21=!q!q;6!!q8iR:R;tQiFitr
olioio!oioiot3ioii-idtci:ei
cQicioloio!ogi€i-ioiaia
+ioi oieioio
x:
I
oi
',i 'll
iE.r,3t!'clE-!o<irtii lttE-.=,:,xE$
Big.$
L<LC
x.d€tr(l)aaCIt
U).tA
PI.l
Ho.-U))-()tr
l'{,P
Etrcl
o€o
LH
ootr.t()
t'a9U)o(')
4
IvE=)9
o4Lr\A-Aol haVrl Lr'\l (l.) u)Fl tro2IPOtll a. =a-l E iJ6-lttr<l a9
EHE9C.)o€sLv_Eol 4(nPtI]tr tl
o)a)
t<€
I()q)
akg
o
II
>.p€()€rl
ol-raa(\,-
HoitI
CBtr
li-o(t{
L
(r,.l*F
6)
F
(!th
o
!oo
o
oF
l-
o
=
I
Go
E