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October 17,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-35
American Falls Solar !1, 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.
*"nrorrr,ad*'?Uru
Donovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@id ahopower. com
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
AMERICAN FALLS SOLAR II, LLC, FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-14-35
APPL!CATION
ldaho Power Company ("ldaho Powe/'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 American Falls Solar ll, LLC ("American Falls Solar ll" or
"Selled') under which American Falls Solar ll would sell and Idaho Power would
purchase electric energy generated by Seller's 20 megawatt AC (.MW") solar
photovoltaic project ("Facility") located in Power County, ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
1. INTRODUCTION
1. The ESA submitted herewith is a new contract for a qualifying facility
('QF") for a term of 20 years. The ESA, dated October 13, 2014, was signed by
American Falls Solar !l on October 10, 2014, and was signed by ldaho Power on
October 13,2014. The ESA was executed in compliance with the Commission's orderc
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.
!!. BACKGROUND
2. Sections 201 and 21O 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 refened 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 and21O and the implementing regulations of FERC, 18 C.F.R.
APPLICATION - 2
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.
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
conected published avoided cost rates to include energy payments not discounted by
transmission and line !oss. Then the Commission issued reconsideration Order Nos.
32737 and 32802 on February 5, 2013, and May 5, 2013, respectively, whlch further
clarified certain terms and conditions of power purchase agreements.
4. On May 28,2014, the Commission issued Order No.33043 denying Idaho
Powe/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.
I!I. THE ENERGY SALES AGREEMENT
5. On October 13, 2014, Idaho Power and American Falls Solar ll entered
into an ESA pursuant to the terms and conditions of the various Commission orders
applicable to this PURPA agreement for a 20 MW solar project. A copy of the ESA is
attached to this Application as Attachment 1. Under the terms of this ESA, American
Falls Solar ll elected to contract with ldaho Power for a 2O-year term. The proposed
APPLICATION - 3
project is expected to use JA 305w photovoltaic panels with SMA inverters and utilize a
single axis tracking system. The Facility is located in Power County, ldaho, and has a
nameplate rating of 20 MW. The Facility will be a QF under the applicable provisions of
PURPA.
6. Seller has selected December 1, 2016, as the Scheduled Operation Date.
Appendix B. Various requirements have been placed upon Seller in order for ldaho
Power to accept energy deliveries from this Facility. ldaho Power will continue to
monitor compliance with these requirements. ln addition, ldaho Power will monitor the
ongoing requirements through the full term of this ESA.
7. The ESA contains negotiated avoided cost rates based upon the
incremental cost, integrated resource plan pricing methodology applicable to solar
projects that exceed 100 kW, in conformity with applicable Commission orders. Prices
were determined on an incremental basis with the inclusion of this project in its queued
position of proposed projects on ldaho Powe/s system. For the Commission's
reference, the non-levelized, heavy and light load, avoided cost rates as set forth in
Appendix E of the ESA are as follows: Over the 2O-year term of the agreement, the
monthly rates vary from approximately $34/megawatt-hour ("MWh") for light load hours
in early months of the agreement to as high as $144lMWh for heavy load hours in the
latter years of the agreement. The equivalent 2O-year levelized avoided cost rate is
approximately $63.32lMWh. 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 $60,691,949.
APPLICATION - 4
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
parties, and based upon Idaho Powe/s requested implementation of solar integration
charges as set forth in Case No. IPC-E-14-18. The negotiated solar integration charge
included in this ESA starts at a charge of $4.01/MWh for the first year of the agreement
(2016) and escalates to $7.24lMWh in 2036. The equivalent 2O-year levelized solar
integration charge is approximately $5.05/MWh. The solar integration charge for
American Falls Solar l!, agreed to by the parties, is based upon the costs identified in
the 501-600 MW tier of solar penetration from the proposed tariff in Case No. IPC-E-14-
18. Because ldaho Power currently has 60 MW of existing solar penetration (60 MW of
executed PURPA solar projects in its Oregon jurisdiction), 80 MW of proposed solar
generation with the Grand View PV Solar Two, LLC, project, and 40 MW from the Boise
City Solar, LLC, plus an additional 350 MW of solar in queue before this project, the
integration charge in the ESA is based upon 550 MW of solar penetration with costs
identified in the solar integration study for the 501-600 MW increment.
9. The Commission has not yet reviewed or approved a solar QF agreement
that contains revised terms and conditions subsequent to the Commission's final and
reconsideration orders from Case No. GNR-E-11-03. The form of the ESA has several
terms and conditions that vary from previously approved agreements in order to comply
with the Commission's recent orders, and to properly implement the negotiated rates
and integration charges. ln addition, ldaho Power and Seller have agreed to changes in
some provisions that the parties propose for Commission approval.
APPLICAT]ON - 5
10. 90/110 Firmness Requirement. This ESA contains provisions for a 90/110
firmness requirement, as well as a solar integration charge, and the pricing adjustment
described below. ldaho Power prefers that 90/110 firmness be included in all PURPA
QF agreements that contain pricing determined at the time of contracting for the
duration of the contract term. Solar integration charges are not a replacement for the
901110 firmness requirements as those two mechanisms address different things:
901110 addresses the Commission's definition of firmness for entitlement to avoided
cost rates 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
that utilize the incremental cost, integrated resource plan pricing methodology. As
stated above, this ESA is among the first agreements 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 severa! places throughout the
agreement, including paragraphs 1.1,1.13, 1.28, 1.31,1.34, 1.35, 3.4, 6.2,7.4, and
APPLICATION - 6
Appendix H. The purpose of this price adjustment mechanism is to require that the
project performs in conformance with the generation profile that the project submits,
which forms the basis for the avoided cost pricing that is contained in the agreement
and locked in for the 2O-year term of the agreement. 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 mode! run of ldaho Powe/s system. For
each hour that the project provides generation, the model assigns as an avoided cost
price the highest cost, displaceable ldaho Power resource that is presently operating to
serve load. The hourly amounts are combined into monthly heavy load and light load
prices, which are then set forth in the ESA. This model, and the resulting avoided cost
pricing, is very sensitive to the hourly distribution of generation from the project's
generation profile. ln order to prevent possible gaming of the model and methodology
by manipulating the proposed generation profile in order to lock in a higher avoided cost
price in the contract for up to 20 years, with no ability and/or intent to actually meet the
submitted generation profile, this price adjustment mechanism was developed,
negotiated, and agreed to by the parties.
13. In this ESA, there is an allowance of 2 percent deviation in the monthly
Adjusted Estimated Net Energy Amount (as estimated for the 90/1 10 provisions) from
the generation profile estimates in the appendix where there will be no price adjustment.
However, if the actual generation deviates downward by more than 2 percent, then a
APPLICATION - 7
conesponding 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 90/1 10 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 H values) are changed to stay within the 90/110 performance
requirement, Appendix E 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 a pricing change pursuant to the 901110 provisions may be triggered.
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 H.
Pursuant to paragraph 3.4, Seller warrants that the hourly energy estimates provided in
the generation profile set forth in Appendix H are accurate estimates of the Facility's
expected hourly energy production. Consistent and material deviations from the hourly
APPLICATION - 8
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, 1.35, 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 profib from Appendix H). Adjusted Estimated Net
Energy is divided by Monthly Estimated Generation and expressed as a percentage.
11 1 .13. This percentage, plus 2 percent, then becomes the monthly Pricing Adjustment
Percentage. 11 1.35. 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 provisions that provide for monthly adjustments to the Estimated Net Energy
Amounts relevant to the 90/110 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 contracts, subsequently
approved by the Commission. See Little Wood River Ranch ll, Case No. IPC-E-14-06,
Order No. 33103, p. 7.
17. Market Enerov Cost. The definition of "Mid-Columbia Market Energy
Cost" was modified to replace reference to the Dow Jones index with reference to the
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.
APPLICATION - 9
18. Delav Damaoes and Securitv. Provisions providing for Delay Liquidated
Damages were removed and provisions to provide for Delay Security were maintained.
New provisions providing for actual delay damages as opposed to Iiquidated damages
were included as provided for by the Commission's adoption of the partia! 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
environmental attributes associated with the Facility and that the Seller owns 50 percent
of the environmental attributes in conformance with Commission orders.
20. Sections 4.1.8, 4.1.9,9.1, and Appendix B-7 of the ESA contain provisions
requiring completion of a Generator lnterconnection Agreement ('GlA'), compliance
with GIA requirements, and designation as an ldaho Power network resource as
conditions of ldaho Power accepting delivery of energy and paying for the same under
the agreement. PURPA QF generation must be designated as a network resource
("DNR') to serve ldaho Powe/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 Powefs 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 Seller for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
APPLICATION - 1O
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.
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
Idaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@idahopower. com
dockets@idahopower. co m
Randy C. Allphin
Energy Contract Ad ministrator
ldaho Power Company
1221Wesl ldaho Street
P.O. Box 70
Boise, ldaho 83707
rallphin@ 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 American Falls Solar ll, without change
or condition; and, if accepted, (3) declaring that all payments for purchases of energy
under the ESA between Idaho Power and American Falls Solar ll be allowed as
prudently incuned expenses for ratemaking purposes.
Respectfully submitted this 17s day of
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 11
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 17th day of October 20141 served a true and
correct copy of the within and foregoing APPLICATION upon the following named
parties by the method indicated below, and addressed to the following:
American Falls Solar ll, LLC
American Falls Solar ll, LLC
First Wind Legal
c/o Arthur Snell
179 Lincoln Street, Suite 500
Boston, Massachusetts 021 1 1
Sarah Lovell
Director, Commercia! Asset Management
12OO Folson Street, Suite 100
San Francisco, Califomia 94103
Hand DeliveredX U.S. Mail
Ovemight Mail
FAXX Email [e-mail]
_Hand DeliveredX U.S. Mai!
_Overnight Mail
_FAXX Email [e-mail]
APPLICATION - 12
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-14-35
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
AMERICAN FALLS SOLAR II, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
lndemnifi cation and lnsurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Govemmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Appendix E
Appendix F
Appendix G
Appendix H
Solar Facility Energy Prices
Insurance Requirements
Solar Energy Production Forecasting
Estimated Hourly Energy Production
ENERGY SALES AGREEMENT
(Solar PV Project with a Nameplate rating grcater than 100 kW)
Project Name: American Falls Solar II. LLC
Project Number: 25586937
This Energy Sales Agreement ("AGREEMENT'), entered into on this EO Ou, of
Qcbb. 2014 between AMERICAN FALLS SOLAR II, LLC, a Delaware 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.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net " - 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 and any applicable Solar Panel Degradation adjustments.
"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 Idaho Power Company and its directors, officers, employees, and
1.2
1.3
1.4
1.5
t.6
1.7
1.8
1.9
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 Idaho 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 1.45.
"Commission" - The ldaho 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.
"DglAy_eufg&riqd" - 120 days immediately following the Scheduled Operation Date.
"Delay Damases" - ((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_Eeriqd" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by ldaho 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.
l.l0 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
"Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
l.ll
1.12
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;' 131
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
l.l3 "Estimated Net Energy Amount Adjustment Percentase" - (Price Adjustment Adjusted Estimated
Net Energy Amount divided by the applicable month's Monthly Estimated Generation) expressed
as a percentage. If this calculation results in a value greater than 1007o, the result of this
calculation will be 100%.
' Auoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
l.l4 '6Ea9ili!y" - 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 IV and after the Seller requested First Energy
Date.
l.16 "Forced Outage" - apartial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l)
equipment failure which was p! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.l7 "Generation Interconnec " - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
1.18 "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.
1.19 "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 "Hourlv Energy Estimdes" - the hourly energy estimates provided by the Seller and included in
Appendix H of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
l.2l "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, lndependence 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 Enerey Reference Pd@" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.25 "MaterialBreach"-ADefault(paragraph 19.2.1) subjecttoparagraph 19.2.2.
1.26 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.27 "Mid-Columbia Market Enerey Cost" - is 82.4% 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 * ( Z {GCE Mid-C Peak Avg^ * HL hours for day) +
X=l
(ICE Mid-C Off-Peak Arg* * LL hours for day)) I (n*24))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
1.28 "Monthly Estimated Gene '- the monthly estimated generation as specified in Appendix H
identified as the Monthly estimated kwh adjusted for any applicable Solar Panel Degradation.
1.29 "Monthly Nameplate Enersy" - 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
Generation Unit and its prime mover or other piece of electrical equipment, such as transformers
and circuit breakers, under standardized conditions, expressed in amperes, kilovolt-amperes,
kilowatts, volts or other appropriate units. This value is established for the term of this
Agreement in Appendix B, item B-1 of this Agreement and validated in paragraph 4.1.4 of this
Agreement.
1.31 "Ngl Xnefgy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement.
1.32 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2have been completed and after the Seller requested Operation
Date.
1.33 "Pqir$_ef_DelJety" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.34 "Price Adjustment Adjusted Estimated Net Enerey Amount " - the Estimated Net Energy
Amount specified in paragraph 6.2 including any adjustments that have been made in accordance
with paragraphs 6.2.2 and any applicable Solar Panel Degradation adjustments.
1.35 "Pricinq Adjustment Percentage" - Estimated Net Energy Amount Adjustment Percentage plus
2%. If this calculation results in a value greater than 100%, the result of this calculation will be
100% or if this calculation results in a value less than 90%o, the result of this calculation will be
90%.
1.36 "Prudent Electrical " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effi ciently and economically.
1.37 "Renewable Energy Certificate" or "REQ" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.38 "ScheduledOperationDate" - 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.
1.39 "Schedule72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.40 "Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
l.4l "Solar Enerqy Production Forecast" - A forecast of energy deliveries from this Facility provided
by an Idaho Power administered solar forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model and to provide solar irradiation and
weather data specified in Appendix G.
1.42 "Solar Integration Charse" - a per kWh charge as specified in Appendix E applied to all Net
Energy to be deducted from the monthly energy payments in accordance with Article VII of this
Agreement.
t.43 "Solar Panel Desradation" - shall be the degradation as specifically documented by the solar PV
panel manufacturer for the actual solar panels installed at this Facility, stated in a percentage
value for each Contract Year. These values will be provided and validated as specified in
paragraph 4.1.6 of this Agreement.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"Surplus Energy''- Is (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds ll0% of the monthly Adjusted
Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if
the Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrical
system during the month is less thar90Yo of the monthly Adjusted Estimated Net Energy Amount
for the corresponding month specified in paragraph 6.2, then all Net Energy delivered by the
Facility to the Idaho Power electrical system for that given month, or (3) all Net Energy produced
by the Seller's Facility and delivered by the Facility to the Idaho Power electrical system prior to
the Operation Date, or (4) all monthly Net 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 RELIANCE ON IDAHO POWER
Seller Independent Investisation - Seller warants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
t.44
1.45
r.46
2.2
3.1
3.2
ARTICLE III: WARRANTIES
No Warrantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirrnation 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.
Oualiffine Facility Status - Seller warrants that the Facility, once constructed, will be a
"Qualiffing Facility," as that term is used and defined in 18 CFR 292.201et seq. After initial
qualification, Seller will take such steps as may be required to maintain the Facility's Qualifuing
Facility status during the term of this Agreement and Seller's failure to maintain Qualifuing
Facility status will be a Material Breach of this Agreement. Idaho Power reseryes the right to
review the Facility's Qualifring Facility status and associated support and compliance documents
upon reasonable request during the term of this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility's Solar Project status during the full term of this Agreement and
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 H 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 as of the Effective Date. Material deviations from these Hourly
Energy Estimates will be a Material Breach of this Agreement.
3.3
3.4
l0
4.1
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 ldaho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFP* 292.201 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
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 - Confrm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacity rating. Upon receipt of this data, ldaho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
l1
upon the manufacturer's specified generation ratings for the specific Generation Units.
The Nameplate Capacity shall be measured in Alternating Cunent (AC).
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 Solar Panel Degrradation - submit Solar Panel Degradation values (expressed as a
percentage) for each Contract Year for the full term of this Agreement and the panel
manufacturer documentation and certification that clearly identifies and validates these
exact values. Only values that are within reasonable solar industry standards and
specifically validated by the manufacturer documentation will be acceptable.
4.1 .7 lnsurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.8 Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.9 Network Resource Desisnation - 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.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
("DNR") prior to Idaho Power accepting any energy from this Facility.
Appendix B item B-7 provides information on the initial application process
required to enable ldaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho 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.
4.1.9.2 Only after the Facility has completed all requirements of the GIA that enable the
t2
5.1
Facility to come online can Idaho Power begin the final process of designating
this resource as an Idaho Power DNR. The final process must be initiated at a
minimum 30 days prior to the First Energy Date. Therefore, Idaho Power will
begin this process 30 days prior to the Scheduled First Energy Date specified in
Appendix B of this Agreement and only after Idaho Power has received
confirmation that the GIA requirements have been completed. If the Seller
estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notifu 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 Idaho Power until such time as ldaho Power has designated
this Facility as an Idaho Power Network Resource. The Facility will be granted
status as an Idaho Power Designated Network Resource upon successful
completion of all requirements of the GIA and compliance with the requirements
of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 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 Nameplate Capacity of this Facility as identified in
l3
5.2
Appendix B, item B-l has achieved First Energy Date.
Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
Maintenance (O&M) Policy as described in Commission Order No.21690. These
certificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
Seller has requested an Operation Date from ldaho Power in a written format.
Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to expiration of the Delay Cure
Period, such failure will be a Material Breach and Idaho Power may terminate this Agreement at
any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due ldaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damases billins 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
b)
c)
d)
e)
5.3
5.4
5.5
5.6
t4
5.7
5.8
6.1
6.2
terminated.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and Idaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
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 Idaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energv Purchase and Delivery - Except when either Party's performance is excused as
provided herein, ldaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery.
Estimated Net Energy Amounts - shall be equal to Monthly estimated kWhs as specified in
Appendix H and as listed below:
Month
January
February
March
April
15
kwh
1,231,038
1,826,238
3,827,941
4"283,216
May
June
July
August
September
October
November
December
Total
5,406,605
5,774,508
6,220,170
5,284,902
4,618,318
3,196,956
1,793,328
1"019.495
44,482,717
These Estimated Net Energy Amounts will be adjusted to reflect the applicable Solar Panel
Degradation throughout the term of this Agreement.
6.2.2 Seller's Adjustment of Estimated Net Enerqy Amounts - After the Operation Date, the
Seller may revise any future monthly Estimated Net Energy Amounts by providing
written notice no later than 5 PM Mountain Standard time on the last business day of the
Notification Month specified in the following schedule:
Future monthly Estimated Net
Notification Month Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
August
September
October
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
December and any future months
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via return electronic verification of
receipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changed Estimated Net Energy Amounts
will be deemed to be an election of no change from the most recently provided
Estimated Net Energy Amounts.
t6
c.) Any Seller provided Adjustment of Estimated Net Energy Amounts will include any
Solar Panel Degradation. The Solar Panel Degradation adjustment will only be
applied to Estimated Net Energy Amounts that have not been adjusted by the Seller
since the inception of the current Contract Year.
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 Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU :a.)If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
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.
TGU Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the current month
b.)
RSH
TH
t7
Resultins formula being:
Adiusted
Estimated NEA
Net Energy
Amount
t*r* x NEA ) x((r -H ))
7.1
7.2
7.3
7.4
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy.
Failure to Deliver Minimum Estimated Net Enersy Amounts - Unless excused by an event of
Force Majeure or Idaho Power's inability to accept Net Energy, 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 of default.
ARTICLE VIL PURCHASE PRICE AND METHOD OF PAYMENT
Base Enerey Heav.v Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E including any applicable Price Adjustment, less the Solar lntegration Charge.
Base Enersy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly Base Energy Light Load Purchase Price as specified in
Appendix E including an applicable Price Adjustment less the Solar Integration Charge.
Sumlus Enersv Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Load Purchase Price including
any applicable Price Adjustment, less the Solar Integration Charge for that month, whichever is
lower.
Price Adjustment - Upon acceptance of a Seller Adjustment of Estimated Net Energy Amounts as
specified in paragraph 6.2.2,Idaho Power will calculate the Pricing Adjustment Percentage for
the applicable month(s). All pricing contained within Appendix E for the current applicable
month(s) and all future applicable months will be multiplied by the Pricing Adjustment and the
l8
7.6
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.
For Example - a Price Adjustment applicable to January 2018 will also be applied to all
months of January for the remaining term of the Agreement. This
revised January pricing will then remain in effect until such time as the
Seller requests an additional Adjustment of Estimated Net Energy
Amounts that would be applicable to future months of January.
Net Energy that exceeds the Monthly Nameplate Energy to Idaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
Payments - Undisputed Base Energy and Surplus Energy payments inclusive of Price
Adjustments, less Solar Integration Costs, less Solar Energy Production Forecasting Costs, and
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 (acting in its reasonable discretion and in a
reasonably timely manner) the documentation of the monthly Base Energy and Surplus Energy
actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enerey. Inc., 107 Idaho
781, 693 P.zd 427 (1984), ldaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122, 695 P.2d 1 261 (1985), Afton Energy. Inc. v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
CFR $292.303-308. The Parties agree that they do not intend that the foregoing sentence provides
authority to the Commission that is in addition to the existing authority that the Commission may
possess, and that Seller has not waived any of its rights pursuant to Section 210(e) of PURPA.
7.7
t9
8.1
ARTICLE VIII ENVIRONMENTAL ATTRIBUTES
Idaho Power will be granted ownership of 50% of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50olo ownership of all of the Environmental
Attributes associated with the Facility. Title to 50% of the Environmental Attributes shall pass to
Idaho Power at the same time that transfer of title of the associated Surplus Energy or Net Energy
to Idaho Power occurs. Idaho Power's title to 50Yo of the Environmental Attributes shall expire at
the end of the term of this Agreement, unless the parties agree to extend in future agreements. 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% 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 lnformation System
("WREGIS") account or any other Environment Attribute accounting and tracking
system selected by the Idaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 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 Idaho Power is materially
8.2
9.1
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
identiff an appropriate altemative Environmental Attribute accounting and tracking
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If Idaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by Idaho Power for those Environmental
Attributes delivered to ldaho Power from the Seller. If 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
Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERTNG. METERING COMMUMCATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed
metering the electrical energy production from the Facility. The metering equipment will
for
be
l0.l
2t
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 ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 andthe GIA.
10.2 Meterinq Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetrv - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph l0.l and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to Idaho Power. Seller shall grant 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 andthe 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
I l.l
22
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.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
12.I Communications Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enerey -
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.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 9292304t.
lf temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If ldaho Power determines that curtailment, intemrption or reduction of
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 qualifoing 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.
b.)
c.)
d.)
23
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 ldaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
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 rn
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to ldaho
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
24
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. Lr 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
paragraph 12.3.1, the Seller will notifu the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries, a 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
qualifying 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 31" of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
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
25
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance lnformation - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, 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: INDEMMFICATION AND INSURANCE
13.1 lndemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifoing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemniffing Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifuing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.
26
t4.t
15.1
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, 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:
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 occrurence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before
such occurrence shall be excused as a result of such occurrence.
ARTICLE XV: LIABILITY: DEDTCATION
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.
(l)
(2)
(3)
27
I5.2 Dedication - No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
16.1
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
t7.l
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
l9.l
28
19.2
19.3
t9.2.2
Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifuing the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
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.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
1 9.3. I Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
19.3.2
to comply, such failure will be a Material Breach.
Ensineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of 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
19.3.3
29
20.1
paragaph 4.1.1 of this Agreement. ln addition, Seller will supply ldaho Power with
copies of any new or additional permits, licenses or deterrninations. At least every
fifth Contract Year, Seller will update the documentation described in Paragraph 4.1.1.
If at any time Seller fails to maintain compliance with the permits, licenses and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
2l.l ldaho Power shall file this Agreement for its acceptance or rejection by the Commission. This
Agreement shall only become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
22.1
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoin5, aty 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
30
23.1
be void. This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contract. Idaho Power shall have
the right to be notified by the financing entity that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the 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 confirrned with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Orisinal document to:
American Falls Solar II,LLC
First Wind Legal
C/O Arthur Snell
179 Lincoln Street, Suite 500
Boston, MA 02111
617-960-9642
[e-mail]
Copy of Document to:
Sarah Lovell
Director, Commercial Asset Management
1200 Folson Street Suite 100
San Francisco, CA 94103
24.1
25.1
Telephone:
E-mail:
3l
Telephone: [phone]
E-mail: [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: lerow@ idahopower.com
Copy of document to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise, tdaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
Name Title
First Wind Legal General Counsel or Associate General
Counsel
Sarah Lovell Director, Commercial Asset
Management
Kurt Adams Chief Development Officer
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.
32
26.2
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
Equal Employment - During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal ernployment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C . S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 41
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference.
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.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Appendix H
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Solar Facility Energy Prices
lnsurance Requirements
Solar Energy Production Forecasting
Estimated Hourly Energy Production
33
ARTICLE XXVII: SEVERABILITY
27 .l 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 conceming the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
34
IN WIfNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company
By
American Falls Solar tr. LLC
81 tr i.r ' S \n/,'.1 Id.Lc> LfoHrnSo , Lc <-
\,\> vne,r"rVcgr
@-,g-1a../
Dated
rolro I t4
o'Seller"
Dated ? 13 pl
"Idaho Power"
Sr. Vice President, Power Supply
35
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
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:
36
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AIID SWITCHING REPORT
Month
American Falls Solar II, LLC
Year
Project Name
Address
City
179 Lincoln Street Suite 500
Project Number:
Phone Number:
02ttt
617-960-2888
Boston State MA 7ip
Facility
Output
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Station
Usage
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
*
I
2
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
37
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Name: Ben Fairbanks
TelephoneNumber: 503-867-1844
24-Hour Project Operational Contact
Name: Distributed Asset Control Center
Telephone Number: 617-531-1625 or 951-294-5614 or
24 hour emergencyl -866-276-9172
Cell Phone:
E-Mail:[e-mail]
OutaseRequest@ fi rstwind.com
Project On-site Contact information
Name: Miguel Rosales
TelephoneNumber: 951-294-5610
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
503-867-t844
bfairbanks@ firstw ind. com
209-872-1857
[e-mail]
38
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: American Falls Solar II. LLC
Project Number: 25586937
B-I DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
American Falls Solar II. LLC is a 20 MW AC: 26.19 MW DC single-axis tracking photovoltaic
facility to be located on aooroximately 160 acres near the town of American Falls in Power
County. Idaho. The Project consists of 10 (ten) x 2.0 MWac SMA inverters (or equivalent) and
85.880 x JA 305w dc panels (or equivalent).
Nameplate: 20 MWac
Yar Capability (Both leading and lagging) Leading is 0.95 Lagging is 0.95.
B-2 LOCATION OF FACILITY
Near: American Falls. ID
Actual or nearest physical street address: Smith Rd, American Falls, ID 83211
GPS Coordinates: Latitude Decimal Degrees: 42.826959
Longitude Decimal Degrees: -l 12.7 43943
State: Idaho County: Power
Description of Interconnection Location: Brady - Freemont 138 kV
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected September 15th. 2016 as the Scheduled First Energy Date.
Seller has selected December 1't. 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.
B-3
39
B-4 MAXIMUM CAPACITY AMOIINT:
This value will be 20 MWac which is consistent with the value provided by the Seller to ldaho
Power in accordance with the GLA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
B.5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
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 Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2%o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
ldaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
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.
40
B-7 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource (*DNR"). Federal Energy
Regulatory Commission (*FERC") rules require ldaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the inforrnation 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 1) frled 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.
41
APPENDIX 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 ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small powerproduction project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.
hereinafter referred to as the "Project."
and is
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
42
producing at or near the design electrical output, efficiency and plant factor for the full Contact Terrr of
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hiVher hand and seal below.
(P.E. Stamp)
Date
By
43
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 powerproduction project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.and hereinafter
referred to as the 'oProject".
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.
44
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 infonnation provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
hislher knowledge and therefore sets hislher hand and seal below.
(P.E. Stamp)
Date
45
The
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
on behalf of himself/herself and
hereinafter collectively referred to as hereby states and
certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement", between ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian,County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a year period.
6.That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
46
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
termsoftheAgreementandwithPrudentE1ectricalPracticesfo'a-yearperiod.
11. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of hislher knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
Date
By
47
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 satisff the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial 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, [nc. 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
48
form acceptable to Idaho Power at its discretion, or O) an irrevocable Letter of Credit in a
fonn acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or lrtter(s) of Credit.
49
E-l
APPENDX E
SOLAR FACILITY ENERGY PRICES AND INTEGRATION CHARGES
(Prices based upon the energy shape and capacity specified in Appendix H)
Base Enerey Purchase Prices - For all Base Energy received during Heavy Load Hours Idaho
Power shall pay the Base Energy Heavy Load Purchase Price less the Solar Integration Charge
specified below and for all Base Energy received during Light Load Hours Idaho Power shall pay
the Base Energy Light Load Purchase Price less the Solar Integration Charge specified below. All
of these prices are subject to revision as specified within paragraph7.4.
Base Energy Heavy
Load Purchase Price
MontMYear (Mills/kWh)
Jan-16 529.84
Feb-16 $30.01
Mar-16 $27.30
Apr-16 $24.58
May-16 $26.42
Jun-16 $27.00
Jul-16 $39.15
Aug-16 540.55
Sep-16 $34.63
oct-16 $32.26
Nov-16 $34.34
Dec-16 S34.13
lan-r7 $31.49
Feb-17 $31.14
Mar-17 929.99
Apr-17 927.91
May-17 $25.90
Jun-17 925.99
Jul-17 $38.68
Aug-17 $41.31
Sep-17 $34.76
Oct-17 $35.53
Nov-17 $36.54
Dec-17 $36.72
Jan-18 $35.27
Feb-18 $35.85
Base Energy Light Solar Integration
Load Purchase Price Charge
(Mills/kWh) (Mills/kWh)
$29.34
$28.9s
$2s.20
$23.24
s23. l 8
$19.23
$3s.3s
s37.09
s30.96
$31.54
$32.96
$34.56
s31.30
s30.79
$20.10
s19.08
s26.06
s13.20
$3s.ss
$37.49
$32.77
s3s.22
$36.83
s36.s0
$32.74
$33.20
s4.01
s4.01
$4.01
s4.01
$4.01
s4.01
$4.01
$4.01
$4.01
s4.01
s4.01
s4.01
s4.13
$4.13
s4.13
$4.13
$4.13
$4.13
s4.13
$4.13
$4.13
s4.13
$4.13
$4.13
$4.2s
s4.25
50
Mar-I8
Apr-l8
May-l8
Jun-l 8
Jul-l 8
Aug-I8
Sep-1 8
Oct-I8
Nov-I8
Dec-l8
Jan-I9
Feb-19
Mar-l9
Apr-I9
May-l9
Jun-I9
Jul-19
Aug-l9
Sep-19
Oct-19
Nov-l9
Dec-I9
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
IN.Iar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
$30.73
$27.02
$27.ss
928.42
$41.33
$44.84
$38.14
$38.07
$37.9s
s37.97
$36.s9
$37.s8
$34.3s
$25.81
924.48
$27.19
$42.69
$4s.97
$39.71
$39.20
$39.35
$39.3s
$39.s2
s37.62
s26.84
$23.s8
$23.02
$26.4t
$44.27
$47.49
$40.46
$40.38
$40.54
$40.s3
$41.82
$39.8s
$32.23
s27.79
$27.34
$28.97
$73.04
$76.96
$68.89
$68.64
$68.64
s68.64
970.76
$27.4t
s26.s6
$26.48
$21.07
s39.s9
$40.40
$37.32
s38.1 5
s38.10
s38.16
$34.39
$34.96
$26.48
$24.3r
s23.0s
$24.40
s4r.06
941.74
$39.99
$39.46
s39.49
s39.46
s38.82
s33.22
s24.4t
s23.78
s2r.97
$23.88
s43.09
$42.44
$39.10
$40.38
$40.69
s40.s9
$39.s2
$34.45
$27.s8
s25.s0
s2s.s1
$26.04
s71.27
s70.25
s68.79
$68.27
$68.87
s68.71
$69.99
s4.2s
$4.25
s4.2s
$4.2s
s4.2s
s4.2s
s4.2s
s4.2s
$4.25
$4.25
s4.38
s4.38
s4.38
$4.38
s4.38
s4.38
s4.38
s4.38
s4.38
s4.38
$4.38
$4.38
s4.s1
s4.sr
s4.s1
$4.51
$4.51
s4.s l
s4.s l
s4.s1
$4.s1
$4.s1
$4.51
$4.51
s4.64
$4.64
$4.64
$4.64
$4.64
$4.64
$4.64
$4.64
94.64
94.64
s4.64
$4.64
s4.78
5l
Feb-22
j&.f.ar-22
Apr-22
May-22
Jvr-22
Jul-22
Nlg-22
Sep-22
Oct-22
Nov-22
Dec-22
Ian-23
Feb-23
Mar-23
Apr-23
INday-23
Jtl:-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jw-24
Jnl-24
A,ag-24
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
$71.26
$63.30
$60.32
$58.70
$62.01
s76.04
$80.67
$73.09
$72.18
$72.1s
$72.s9
$72.92
$73.73
$66.83
$61.47
$60.93
$63.30
$79.31
$82.89
s76.72
$7s.68
$7s.68
$75.6s
$77.84
s77.02
$68.56
$62.39
$60.5s
$60.91
s84.23
$92.39
$78.99
$78.44
$78.48
s78.44
$80.8s
s80.28
$77.86
$60.24
$6s.14
$67.r2
s88.79
$9s.8e
982.29
$81.16
$81.1s
$81.94
$70.79
$6r.10
$s6.s9
$56.s6
$s6.34
$73.92
$73.38
$72.11
$72.12
$72.21
$73.30
$7r.60
$72.40
$64.30
$59.ss
$s7.86
ss8.08
$76.43
$79.21
s74.80
s7s.34
s7s.80
s7s.76
$7s.20
$74.3s
$68.74
ss9.97
s56.68
$60.4s
$83.04
$80.39
s80.01
$78.s6
$78.09
s78.s9
s80.70
$77.31
$71.45
$s6.97
$61.06
s62.44
$84.42
$83.03
$81.23
$81.23
s81.28
s82.41
$4.78
$4.78
$4.78
$4.78
$4.78
$4.78
s4.78
$4.78
s4.78
s4.78
$4.78
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$4.93
$s.07
$s.07
$s.07
$s.07
$s.07
$s.07
$s.07
ss.07
$s.07
$s.07
$s.07
$s.07
$s.23
ss.23
$s.23
ss.23
ss.23
$s.23
ss.23
ss.23
$s.23
$5.23
$s.23
ss.23
52
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
ld-26
Aug-26
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jrn-27
Jil-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jan-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
$83.84
$83.40
$69.11
$63.87
s66.67
$68.46
$93.46
$99.53
$85.87
$84.60
$84.79
$86.99
$8s.86
$8s.70
$80.24
s72.43
$69.8s
$74.s4
$94.97
$r02.08
$88.s 1
$87.23
$87.70
$90.93
$89.s3
$89.04
$73.86
s68.s6
s76.89
$79.s4
$98.37
$103.90
$92.54
$90.6s
$91.88
s98.82
$91.71
$91.98
$81.57
$73.r7
$81.06
$78.00
$100.99
s110.23
s97.36
$93.72
$94.04
$82.99
$82.09
s6s.s3
$61.71
$60.88
s66.74
$86.89
$87.03
s8s.18
s84.39
$83.43
s87.09
$84.08
$83.9s
$73.68
$67.02
$70.1s
$73.04
$89.18
$e0.63
s87.72
$86.93
$86.82
$91.08
$8s.73
$86.79
$74.1I
$6s.83
s79.23
$79.33
$93.62
$93.48
s9r.66
s90.28
$90.78
$93.86
$88.s4
s88.80
$7s.s2
$70.s3
$81.12
s74.s l
$93.23
$9s.91
$9s.80
$93.s6
$94.04
$s.38
$s.38
s5.38
$5.38
$s.38
$s.38
ss.38
ss.38
$s.38
$s.38
$s.38
$s.38
$s.ss
$5.ss
ss.5s
ss.ss
$5.ss
$s.ss
$s.ss
$s.ss
$s.ss
ss.5s
ss.ss
$s.5s
$s.71
$s.71
$s.71
$s.71
$s.71
ss.71
$s.71
$s.71
ss.71
$s.71
$s.7r
$s.71
ss.88
ss.88
ss.88
ss.88
$s.88
$s.88
$s.88
ss.88
ss.88
ss.88
ss.88
53
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-31
Feb-31
Mar-31
Apr-31
May-31
Jun-31
Jul-31
Aug-31
Sep-31
Oct-31
Nov-31
Dec-31
Jan-32
Feb-32
Mar-32
Apr-32
May-32
Jlur,:.-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
$98.83
$9s.20
$94.43
$82.59
$67.07
$68.3s
$83.s8
$ 103.35
$l12.19
$100.97
$97.1 s
$97.s0
$102.96
$10s.59
$100.8s
s92.63
$75.3s
$82.99
s87.99
$114.06
$r 17.36
$109.6s
$102.s0
$113.03
s129.88
$111.13
$10s.17
$88.61
$86. I s
s93.42
$91.99
$12r.50
$120.s9
$112.51
$106.32
$ 122.83
s130.26
$l13.82
$107.69
$90.63
$88.10
$9s.59
$94.11
$124.s0
gt23.s7
$ r 15.25
s108.87
$97.14
s93.07
$92.76
$78.38
$6s.71
s6s.4s
$83.38
$99.66
$99.42
$98.96
s97.20
s96.44
$99.23
s98.72
s94.89
$85.35
s69.35
s71.38
s87.64
$103.42
$104.69
$10s.19
$101.12
$108.36
$124.89
$102.s3
$96.07
s82.74
$82.43
$89.34
$91.1s
$107.72
s109.99
$l09.s l
$105.12
sl 18.87
st26.2t
$104.97
$98.32
$84.s9
$84.27
$e1.39
$93.2s
$110.32
$l12.66
s112.16
$107.63
$5.88
$6.06
$6.06
s6.06
$6.06
s6.06
$6.06
s6.06
$6.06
s6.06
$6.06
$6.06
s6.06
s6.24
$6.24
$6.24
s6.24
$6.24
$6.24
$6.24
s6.24
s6.24
s6.24
$6.24
$6.24
$6.43
s6.43
$6.43
s6.43
s6.43
s6.43
$6.43
$6.43
$6.43
$6.43
$6.43
$6.43
s6.62
s6.62
$6.62
$6.62
$6.62
$6.62
s6.62
$6.62
s6.62
s6.62
54
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
Jan-35
Feb-35
Mar-35
Apr-35
May-35
Jun-35
Jul-35
Aug-35
Sep-35
Oct-35
Nov-35
Dec-35
Jan-36
Feb-36
Mar-36
Apr-36
May-36
Jun-36
Jul-36
Aug-36
Sep-36
Oct-36
Nov-36
Dec-36
$125.88
$r33.s3
$r 16.s6
$l10.25
992.67
$90.06
$97.77
$96.26
$r27.s6
$126.60
$r r8.03
$l11.46
$128.97
$136.86
$119.38
$112.88
994.77
$92.09
$100.03
$98.47
$130.71
9129.72
s120.89
s114.13
$t32.r7
$140.28
sr22.24
$11s.54
se6.90
$94.13
$102.31
s100.70
$133.91
$ 132.89
$ 123.80
$116.83
$13s.41
st43.77
$121.80
$129.36
s107.44
$100.s9
$86.4s
$86.12
$93.4s
$95.37
$l12.9s
sl1s.36
s114.85
$110.19
$124.78
$132.57
s109.98
s102.93
s88.36
$88.03
s9s.s7
s97.ss
$115.66
$118.14
$117.62
sl12.81
sl27.8s
s13s.87
$112.56
s10s.29
s90.29
s89.9s
s97.72
s99.76
$1 18.41
$r20.97
$120.43
$115.48
$130.96
s139.22
$6.62
s6.62
$6.82
$6.82
$6.82
$6.82
s6.82
$6.82
$6.82
s6.82
s6.82
$6.82
s6.82
$6.82
s7.02
$7.02
s7.02
s7.02
s7.02
s7.02
s7.02
$7.02
$7.02
s7.02
$7.02
s7.02
$7.24
s7.24
s7.24
$7.24
$7.24
$7.24
$7.24
s7.24
$7.24
$7.24
s7.24
s7.24
55
APPENDX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
lnsurance Requirements :
1.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
lf the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifu Idaho Power in writing. This notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terrninate
this Agreement.
Prior to the First Energy date and subsequently within 10 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance lndustry Utility practices for similar
property.
Seller shall be entitled to self-insure these coverage's with approval of ldaho Power, which
shall not be unreasonable withheld, delayed or conditioned.
3.
4.
5.
56
APPENDX G
SOLAR ENERGY PRODUCTION FORECASTING
Idaho Power shall make use of a Solar Energy Production Forecasting model to forecast the energy
production from this Facility and other Qualif,ing Facility solar generation resources.
G-l Seller shall contribute to the cost of the Solar Energy Production Forecasting. The Facility's
share of Solar Energy Production Forecasting is determined as specified below. Seller's payments
for the cost of the Solar Energy Production Forecasting in any Contract Year will not be gleater
than 0.lo/o of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
a. For every month of this Agreement beginning with the first full month after the
First Energy Date as specified in this Agreement, the Solar Energy Production
Forecasting Monthly Cost Allocation (MCA) will be due and payable by the
Seller. Any Solar Energy Production Forecasting Monthly Cost Allocations
(MCA) that are not reimbursed to Idaho Power shall be deducted from energy
payments to the Seller.
b. During the first Contract Year, as the value of the 0.1% cap of the Facility's total
energy payments will not be known until the first Contract Year is complete,
Idaho Power will deduct the Facility's calculated share of the Solar Energy
Production Forecasting costs specified in item d each month during the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
c. The cost allocation fonnula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
57
of Solar projects having Commission approved agreements to deliver energy to
Idaho Power has been revised by an action of the Commission.
d. The monthly cost allocation will be based upon the following formula :
Where: Total MW (TMW) is equal to the total Nameplate Capacity rating of all
QF Solar projects that are under contract to provide energy to Idaho
Power Company.
Facilitv MW (FMW) is equal to the Nameplate Capacity rating of this
Facility as specified within the Agreement.
Annual Solar Energv Production Forecasting Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Solar Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next year's AFCost.
Annual Cost Allocation (ACA) : AFCost X GMW / TMW)
And
Monthly Cost Allocation (MCA): ACA / 12
e. The Solar Energy Production Forecasting Monthly Cost Allocation (MCA) is due
and payable to Idaho Power. The MCA will first be netted against any monthly
energy payments owed to the Seller. If the netting of the MCA against the
monthly energy payments results in a balance being due ldaho Power, the
Facility shall pay this amount within l5 days of the date of the payment invoice.
The Seller shall also provide solar irradiation and weather data specific to the Facility's physical
location to ldaho Power via real time telemetry in a form acceptable to Idaho Power. The
specific equipment and location of this equipment shall be specified in the GIA. This data will
provided at 10 second intervals and will consist of:
G-2
58
a.) Global Horizontal lrradiance
b.) Plane of Array
c.) Temperature
d.) Wind Speed and Direction
59
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