20140131Affidavit of Peter Richardson.pdf

Peter J. Richardson (ISB No. 3195)
Richardson Adams, PLLC
515 N. 27th Street
Boise, Idaho 83702
Telephone: [phone]
Fax: [phone]
peter@richardsonadams. com
Attorney for Cold Springs Windfarm, LLC; Desert Meadow Windfarm, LLC;
Hammeff Hill Windfarm,LLC; Mainline Windfarm, LLC;
Ryegrass Windfarm, LLC; and Two Ponds Windfarm, LLC
al!i, !'il ,i !i i i \-.: : ._ i
'-r.ll ila t: : !
rE! n rr
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF APPLICATION OF ) TPC-E-13-22
IDAHO POWER COMPANY TO UPDATE TTS )
WIND INTEGRATION RATES AND ) ATTNAVIT OF PETER J.CHARGES i RICHARDSON IN SUPPORT OF, MOTION TO DISMISS
I, Peter J. Richardson, do declare the following and if called to testify, would and could
competently testiff thereto:
1. I am over the age of 18, and make this affidavit based upon personal knowledge.
2. I am the attomey of record for Cold Springs Windfarm, LLC; Desert Meadow
Windfarm, LLC; Hammett Hill Windfarm, LLC; Mainline Windfarm,LLC; Ryegrass Windfarm,
LLC; and Two Ponds Windfarm, LLC in the above-referenced proceeding.
3. I have attached as exhibits to this Affrdavit true and correct copy of the Firm
Energy Sales Agreements ("FESA") between the above referenced entities and Idaho Power
Company. My office obtained copies of these FESAs from the online files of the Idaho Public
Utilities Commission ("[PUC"), at http://www.puc.idaho.gov/fileroom/cases/summary
/CELEC.html, in the cases herein referenced.
AFFIDAVIT OF PETER J. RICHARDSON
IPC-E-I3-22
PAGE I
4. Exhibit 1 is a true and correct copy of the FESA between Cold Springs Windfarm,
LLC and Idaho Power Company, retrieved from the file for IPUC Case No. IPC-E-10-38.
5. Exhibit 2 is atrue and correct copy of the FESA between Desert Meadow
Windfarm, LLC and Idaho Power Company, retrieved from the file for IPUC Case No. IPC-E-
10-39.
6. Exhibit 3 is a true and correct copy of the FESA between Hammett Hill
Windfarm, LLC and Idaho Power Company, retrieved from the file for IPUC Case No. IPC-E-
l0-40.
7. Exhibit 4 is a true and correct copy of the FESA between Mainline Windfarm,
LLC and Idaho Power Company, retrieved from the file for IPUC Case No. IPC-E-10-41.
8. Exhibit 5 is a true and correct copy of the FESA between Ryegrass Windfarm,
LLC and ldaho Power Company, retrieved from the file for IPUC Case No. IPC-E-I0-42.
9. Exhibit 6 is a true and correct copy of the FESA between Two Ponds Windfarm,
LLC and ldaho Power Company, retrieved from the file for IPUC Case No. IPC-E-I0-43.
Further your affiant sayeth naught.
DArED ,^u**roro.
Peter J. Richardson
AFFIDAVIT OF PETER J. RICHARDSON
LPC-E-I3-22
PAGE 2
STATE OF IDAHO
COUNTYOF ADA
On this fu-day of January, 2014, before me, a Notary Public in and for the State of
Idaho, personally appeared Peter J. Richardson, personally known to me to be the person who
executed this instrument and acknowledged it to be his free and voluntary act and deed for the
uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF,I have hereunto set my hand and official seal the day and year
first above written.
Residing ut BOg ,rD
My Commission expires 3' '5
-
AFFIDAVIT OF PETER J. RICHARDSON
IPC-E-I3-22
PAGE 3
)) ss.
)
NOTARY PUBLIC forthe State of Idaho
CERTIFICATE OF SERVICE..(
I HEREBY CERTIFY that on ,fr.3! a ay ofSu*un*.l , 2014, a true
and correct copy of the within and foregoing AFFIDAVIT OF PETER J.
RICHARDSON was served as shown to:
Idaho Rrblic Utilities Commission Facsimile
Jean Jewell
Commission Secretary
424 W Washington
Boise lD 83702
Jean jewell@puc. id. gov
Dean J. Miller
McDevitt & Miller LLP
PO Box 2564
Boise ID 83701
j o@mcdevitt-miller. com
Rich Koebbe, President
Idaho Winds LLC
5420 W Wicher Rd
Glenns Ferry ID 83623
[e-mail]
Deborah E Nelson
Preston N Carter
Givens Pursley LLP
PO Box 2720
Boise ID 83701-2720
den@givenspurslev. com
prestoncarter@givenspursley. com
Donovan E Walker
Idaho Power Company
PO Box 70
Boise lD 837O7-O07O
dwalker@idahopower. com
do cke ts(Eidah opowe r. com
Julia Hilton
Idaho Power Company
PO Box 70
Boise ID 83707-OO7O
j hilton@idahopower. com
X Hand Delivery
_ U.S. Mail, postage pre-paid
Electronic Mail
_ Hand Delivery
X U.S. Mail, postage pre-paid
_ Facsimile
_ Electronic Mail
_ Hand Delivery
X U.S. Mail, postage pre-paid
_ Facsimile
_ Electronic Mail
_ Hand Delivery
X U.S. Mail, postage pre-paid
_ Facsimile
_ Electronic Mail
_ Hand DeliveryX U.S. Mail, postage pre-paid
_ Facsimile
Electronic Mail
_ Hand DeliveryX U.S. Mail, postage pre-paid
_ Facsimile
Electronic Mail
Teresa A Hill _ Hand Delivery
K&L Gates LLP X U.S. Mail, postage pre-paid
One SW Columbia St Ste 1900 _ Facsimile
Portland OR 97258 Electronic Mail
Teresa. Hill@klgates. com
Dina M Dubson _ Hand Delivery
Renewable Northwest Project X U.S. Mail, postage pre-paid
421 SW 6thAve Ste 1125 _ Facsimile
Portland OR972O4 Electronic Mail
[e-mail]
Ken Miller _ Hand Delivery
Snake River Alliance X U.S. Mail, postage pre-paid
PO Box l73l _ Facsimile
Boise ID 83701 Electronic Mail
kmiller@snakeriveralliance. org
Bv:-f,-l &Z.it\CL,ut$r'Nina Curtis
Article
I
2
3
4
5
6
7
8
9
10
11
t2
l3
t4
l5
t6
t7
18
19
20
2t
22
23
24
25
26
27
28
29
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI.IY
AND
COLD SPRINGS WINDFARM, LLC
TABLE OF CONTENTS
TMLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Terrr and Operation Date
Purchase and Sale ofNet Energ5r
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering andTelemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Hicatiou
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Govenrmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
AppendixA
Appendix B
AppendixC
Appendix D
AppendixE
tuU20to
FIRM ENERGY SALES AGREEMENT
(10 aMW orL€ss)
Project Name: Cold Springs Windfarm
ProjectNumber: 21615115
THIS AGREEMENT, entered into on As /2 a"v ot NO Oen, h.2010 between
COLD SPRINGS WINDFARM, LLC (Seller), and IDAIIO POWER COMPA].IY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as'?arty.-
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric geoeration
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric elr€rgy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereirafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hercto, the following terms
shall have the following meanings:
1.1 *Availability Shortfall Price" - The cuxreot month's Mid-Columbia Market Energy Cost minus
the current month's All Hours Energy Price specified in paragraph 7.3 ofthis Agreement. If this
calculation results in a value less than 15.00 Mills/kwh the result shell be 15.00 Mills/kwh.
1.2 "Businesspgys" - means any cale,ndar day that is not a Saturday, a Sunday, or a NERC
recognized holiday.
1.3 "ealculated Net Ener8y Amount' - A monthly estimate, prepared aud documented afterthe fact
by Seller, reviewed and accepted by the Buycr that is the calculated monthly maximum en€rgy
-t-
tUU20t0
deliveries (measured in kWh) for each individual wind turbine, totaled for the Facility to
determine the total energy that the Facility could have delivered to Idaho Power during that
month based upoo: (l) each wind turbine's Nameplate Capacity, (2) Sufficient Prime Mover
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduled maintenance, or (5) incidents of Forced Outages less losses aod Station Use. If the
duration ofan event characterized as item 3,4 or 5 above (measured on each individual
occlurEnce and individual wind turbine) lasts for less than 15 minutes, then the event will not be
considered in this calculation. The Seller shall collect and maintain actual data to support this
calculation and shell keep this data for a minimum of 3 years.
1.4 "Commigqion" - The ldaho Public Utilities Commission.
l.5 "ContractJeat'' - The period comme,ncing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Liouidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.
1.7 "Delay_PEnod" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
1.8 "Delay Price" - The current monthos Mid{olumbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.9 "Desipated Dispatch Facility'' - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.10 "Effective Date" - The date stated in the opening paragaph of this Firm Energy Sales
Agreement representing the date upon which this Firm Energy Sales Agreernent was fully
executed by both Parties.
t.1l "Facility''- That elestric generation facility described in Appendix B of this Agreerrent.
-2-
t1/t/2010
t.t2
t.l3
1.14
l.l5
"First Energv Dateu - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and the Seller begins delivering e,nergy to
Idaho Power's system at the Point of Delivery.
"Forc€d Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Poweds ability to accept Net Energy at
the Point of Delivery for non-economic neasons, as a result of ldaho Power or Facility: l)
equipmort failure which was gq! the result of negligence or lack of preventative mainte,nance, or
2) responding to a tansurission provider curtaitnent order, or 3) unplanned prreventative
maintenance to repair equipment that left unrepaircd, would result in failure of equipm.ent prior
to the planned maintenance period, or 4) planned maintenance or constnrction of the Facility or
electrical lines required to serve this Facility. The Parties shall make commercially reasonable
efforts to perform this unplanned preventative maintenance dring periods of low wind
availability.
"Healy f,oad.-Eloulg" - The daily hours beginning at 7:00 am, ending at 11:00 prn Mountain
Time, (16 hotus) excluding all hours on all Sundays, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
"InadvertenllElq1f - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
1.16 "Interconnection Facilities" - All equipment specified in ldaho Power's Schedule 72.
l.l7 "Initial Capacity Determination" - The process by which ldaho Power confirms that under
norrral or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
l.l8 "Lig&t Load Hours" - The daily hours beginning at I l:00 pm, e,nding at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Indepe'nde,nce
Day, labor Day, Thanksgrving and Christmas.
-3-
tUv20ro
1.19 "l,osseq" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy betweelr the Metering Point and the point the
Facility's energy is delivered to the Idaho Power electrical system. The loss calculation formula
will be as specified in Appendix B of this Agreement.
1.20 "Market Enerey Refer€nce Price'- Eighty-five percelrt (85%) of the Mid€olumbia Market
Energy Cost.
|.21 "Material_Breac_h"-ADefault(paragraph 19.2.1) subjecttoparagraph 19.2.2.
1.22 "Maximum Capacity Amount" - The maximum capacity (MlV) of the Facility will be as
specified in Appendix B of this Agreement.
L23 "Mechanicd AvailabiliM' - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any damages due as a result of the
Seller falling short of the Mechanical Availability Guarantee for each month shall be determined
in accordance with paragraph 6.4.4.
1.24 "Mechanical Availability Gu tee'shall be as defined in paragraph 6.4.
1.25 "Metering Equifment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measur€, record and telemeterbi-
directional power flows from the Selle/s Facility at the Metering Point.
1.26 "Metering-Pqid" - The physical point at which the Metering Equipment is located that enables
accurate measurem€nt of the Test Energy and Net Energy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessary data to administer this Agreement.
1.27 "Mid- Columbia Market Enerry Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid{olumbia Index (Dow Jones Mid-C Index) prices for non-firm e,nergy.
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid4olumbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
tUv20t0
1.28 "Naq@!a!e Ca@i!t''-rThe full-load electrical quantities assigned bythe designerto a generator
and its prime mover or other piece of electrical equipment, zuch as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovoltamperes, kilowatts, volts
or other appropriate nnits. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "Net EEegC' - All of the electric €nergy produced by the Facility, less Station Use, less Losses,
exprcssed in kilowatt hours (kWh) delivered to ldaho Power at the Point of Delivery. Subject to
the terms of this Agreeme,lrt, Sell€r commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.30 "OperationDde" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirernents of paragraph 5.2 have been completed.
1.31 "Point of Delivery" - The location specified in Appendix B, where ldaho Power's and the
Seller's electrical facilities are intercorurected and the enerry from this Facility is delivered to ttre
Idaho Power electrical system.
1.32 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.33 "scheduled Operation Date" -The date specified in Appendix B when Selleranticipates
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.
1.34 "schedule 72" - Idaho Power's TariffNo 101, ScheduleT2 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical systern as specified within
Schedule 72 andthis Agreement.
1.35 "Season" - The three periods identified in paragraph 6.2.1 of this Agreeme,nt.
-5-
tUv20to
1.36 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transfomrers as described in Schedule 72.
1.37 "Station Use" - Electric etrergy that is used to operate equipment that is auxiliary or otherwise
related to the production of eloctricrty by the Facility.
1.38 "SuffEcient Prime Move/' means wind speed that is (l) cqual to or geater ihan the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generation trnit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.39 "Sumlus_E4ggy" - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.40 "Total Cost of the Facilitf' - The total cost of structures, equipment and appurtenances.
1.41 "Wind Enerpry Production Forecast" - A forecast of eirergy deliveries from this Facility provided
by an Idaho Power administered wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs ofthe forocasting model as specified in Ap,pendix E.
ARTICLE II: NO RELIANCE ON IDATIO POWER
2.1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined tlnt it is capable of perforrning hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
conternplated by this Agreement.
2.2 Seller lndependent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consultod or relied on in undertaking the
transactions contfiiplated by this Agreement have been solely those of Seller.
ARTICLE trI: WARRANTIES
3.1 No Warranty bv Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsernent or a confirmation by Idaho
-6-
tyv20to
3.2
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, hsluding, but oot limitd to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifuing Facilitv Status - Seller warants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualiffing Facility status during the term of
this Agreeinent and Seller's failure to maintain Qualiinng Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Quali&ing
Facility status and associated support and compliance docume,nts at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
hior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have bee,n obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 d.
seq.as a certified Qualiffing Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
adrnitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally
and validly issued, are held in the name of the Seller and, basd ou a reasonable
independent review, co"nsel 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 attomey 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 ktter will be governed by and
4.1
-7-
tUt/2010
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Iaw (1991).
4.1.3 tnitial Capacity Determination - Submit to ldaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity fletermination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resouroe characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if neessaqr, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacture Nameplate Capacrty rating of the individual ge,neration
units at this Facility is less than 10 MW. The Seller shall submit detaile(
manufacturer, verifiable data of the Nameplate Capacrty ratings of the actual
individual generatiou units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facility is less than l0 MW, it
will be deemed that the Seller has satisfied the Initial Capacity Deterrdnation for
this Facility.
4.1.4 Name,plate 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 elrtire Facility. Upon receip of this data, Idaho Power shall
review the provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
units.
4.1.5 Engineer's Certifications - Submit an executed Engineeds Certification of Design&
Construction Adequacy and an Fngineeds Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
-8-
tt/u20to
in the form specified in Appendix C but may be modified to the extent necessarSr to
recognize the different engineering disciplines providing the certificates.
4.1.6 lnsurance - Submit written proof to Idaho Power of all insurance required in Article XItr.
4.1.7 lnterconnection - Provide written confirmation from Idaho Power's delivcry business
unit that Seller has satisfied all inte,fconnection require,ments.
4.1 .8 Network Resource Desipnation - The Seller's Facility has boen designated as a network
nesounee capable of delivering firm energy up to the amouut of the Maximum Capacity.
4.1.9 Written Acceotance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written onfimation shall be
provided within a commercially reasonable time follorving the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5-2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 20 Contract
Years from the Operation Date.
5.2 OperationDate-The Operation Date may occuronly afterthe Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Ooeration Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
-9-
tilU20to
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and constnrction process that are not Force Majeure events accepted by both
Parties, shall not prevent Delay Liquidated Damages from being due and owing as calculated in
accordance with this Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay ldaho Power Delay
Liquidated Damages calculated at the end of each calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the curremt month) multiplied by the number of days in the Delay Period in the
current month) multiplied by the current month's Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduld
Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
lf Seller fails to achieve the Operation Date within ninery (90) days following the Scheduled
Operation Date, such failure will be a Material Breach and ldaho Power may terminate this
Agreement at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable using the
Delay Liquidated Damage calculation dessriH in 5.3.1 above for all days exceeding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach or
Idaho Power terminates this Agreement.
Seller shall pay ldaho Power any calculated Delay Liquidated Damages within 7 days of when
Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
5.5
-10-
tUU20t0
5.6
Agreement and Idaho Power shall draw firnds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
Prior to the Seller executing this Agreeinent, the Seller shall have agreed to and executed al-dter
of Understanding with Idatro Power that contains x[ minimum the following requirements:
a) Seller has filed for interconnection and is in compliance with all payments
and requirements of the interconnection process
b) Seller has received and accepted an interconnection syst€m impact study for
this Facility.
c) Seller has provided all infomration required to enable Idaho Power to file an
initial transmission capacity rcquest.
d) Results of the initial transmission capacity request are known and acceptable
to the Seller.
Seller acknowledges responsibility for all interconnection costs and any costs
associated with acquiring adequate firm transmission capacity to enable the
project to be classifid as an ldaho Power designated fum network resource.
If the Facility is located outside of the Idaho Power service te,rritory, in
addition to the above requirements, the Seller must provide evidence that the
Seller has acquired firrr transmission capacity from all required transmitting
entities to deliver the Facility's energy to an acceptable point of delivery on
the ldaho Power electrical system.
Within thirty (30) days of the date of a final non-ap,pealable Commission Order as specified in
Article XXI approving this Agreement; Seller shall post liquid sccurity ("Delay Securit5/) in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
5.7
e)
5.8
tUU20to
Failure to post this Delay Security in the time specified above will be a Material Breach of this
Agreement and ldaho Power may terminate this Agree,ment.
5.8.1 Delay Securitv The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estimated
revenue. Where the estimated three months of revenue is the estimated revenue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of energy production as specified in paragraph 6.2.1 for those
throe months multiplied by the All Hours Energy Price specified in paragraph 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with certification that (l) a
generation interconnection agreemort specifring a schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid all required interconnection
costs or (2) a generation interconnection agreement is substantially complete and
all material costs of interconnection have been identified and agreed upon and
the Seller is in compliance with all terms and conditions of the generation
interconnection agreement, the Delay Security calculated in accordance with
paragaph 5.8.1 will be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.8.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.8.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date, or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.8.1 will be subject to reinstatement and will be due and owi.g within
5 business days from the date ldaho Power requests reinstatemeut. Failure to
timely rcinstate the flelay Security will be a Material Breach of this Agreement.
-12-
tuv20l0
6.1
5.8.2 Idaho Power shall release any remaining security posted hereunder after all
calculated Delay Liquidated Damages are paid in full to Idaho Powsr and the
earlier of l) 30 days after the Operation Date has bee,n achieved, or 2) 60 days
afterthe Agreement has boen terminatcd.
ARTICLE VI: PI,]RCTIASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Enere$, - Except when either Party's performance is excusod as
provided hererq tdaho Power will purchasc and Seller will sell all of the Net Energ5r to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
ofNet Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Enerry in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
6.2.1 Initial Year Monthly Net Enerw Amounts:
6.2
Season I
Season 2
Season 3
Month
March
April
May
July
August
November
December
kwh
3,968,000
3,974,000
4,648,000
3,335,000
3,712,0OO
4,275,000
4,938,000
June 4,081,000September 4,997,000October 5,819,000January 3,220,W
February 3,613,000
Unless excused by an eveirt of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year
Monthly Net Energy Amounts as specified in paragraph 6.2 shall constitute an ev€nt of default.
_l 3_
llltl20ro
6.4 Mechanical Availability Guarantee - After the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85o/o for the Facility for each month
during the full term of this Agreement (the *Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in ldaho Power calculating dr-ages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Production and Availability
Report (Appendix A), the Seller shall provide and certiff the calculation of the Facility's
current month's Mehanical Availability. The Seller shall include a summary of all
information used to calculate the Calculated Net Energy Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact
on generation output, and (c) scheduled maintenance and Station Use information.
6.4.2 The Seller shall maintain and retain for three years daailed documentation supporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offrces.
6.4-4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 p€rc€nt of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy palmrent. If an unpaid balance rcmains after the damages are offset against the
energy palment, the Seller shall pay in full the reinaining balance within 30 days of the
date of the invoice.
-14-
tt/U20to
7.1
ARTICLE VII: PURCHASE PRTCE ANID METHOD OF PAYMENT
Heavy load Purchase Price * For all Net Energa received during Heavy [oad Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
31025 adjusted in accordance with Commission Orrder 30415 for Heary Load Hour Energy
deliveries, adjusted in accordance with Commission Order 30488 for the wind integration charge,
and with seasonalization factors applied:
Season I - (73.50oA
Mills/kWh
40.52
42.80
45.32
47.7t
50.29
53.05
54.64
56.20
57.90
59.57
6t.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
Season 2 - (l2O.00oA Season 3 - (100.00 7o)
Mills/kwh Mills/kWhYear
2010
201 I
2012
2013
20t4
2015
20t6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2427
2028
2029
2030
2031
2032
2033
66.15
69.87
74.00
78.18
82.74
87.64
90.46
93.23
96.25
99.21
102.27
105.90
109.67
113.59
rr7.66
tzt.N
125.49
129.20
133.03
136.97
141.04
146.51
151.30
156.26
55.12
58.24
6t.66
64.92
68.42
72.17
74.34
76.6t
79.12
81.59
84.14
87.16
90.31
93.57
96.97
100.50
103.49
106.58
109.77
I13.06
I16.45
121.01
125.00
t29.13
7.2 Light Load Purchase Price - For all Net Energy neceived during Light toad Hours, Idaho Power
will pay the non-levelized energy price in accordance with Commission Order 31025 adjusted in
accordance with Commission Order 30415 for Light Load Hour Energy deliveries, adjusted in
accordance with Commission Order 30488 for the wind integration charge, and with
-l 5-
tUv20ro
seasonalization factors applied:
Year
2010
201 1
2012
20t3
2014
2015
2016
2017
2018
2019
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Season l -(73.50o/o')
Mills/kwh
35.59
37.88
40.40
42.79
45-37
48.13
49.72
51.28
52.97
54.65
56.37
58.41
60.54
62.74
65.04
67.43
69.45
71.55
73.70
76.03
78.52
81.87
84.80
87.84
Season2-(l20.No/o)
Mills/kwh
58.1 I
61.84
65.95
69.86
74.06
78.9t
81.73
84.50
87.51
w.47
93.53
97.t6
100.93
104.85
108.92
I 13.16
r16.76
120.47
t24.29
t28.24
132.3t
137.77
142.56
147.52
Season3-(100.@%o)
Mills/kWh
48.42
51.54
54.96
58.22
61.72
65.48
67.64
69.76
72.07
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.2t
99.30
102.49
10s.78
109.17
113.73
tt7.t2
121.85
7.3 All Hours Energy Price - The price to be used in the calculation of the Strplus Energy Price and
Delay Price shall be the non-levelized energy price in accordance with Commission Order 31025
adjusted in accordance with Commission Order 30488 for the wind integration charge, and with
seasonalization factors applied:
Season I -(73.50%)
Year Mills/kwh
Season 2 - (120.00 yo) Season 3 - (100.00 7o)
Mills&Wh MillsftWh
2010
201 I
2012
20t3
20r4
20r5
38.33
40.61
43.t3
45.52
48.10
50.86
62.57
66.30
70.42
74.33
78.85
83.75
52.14
55.26
s8.68
6r.93
65.44
69.19
-16-
tUU20to
20t6
2017
2018
2019
2020
202r
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
52.45
54.01
55.71
57.37
59.10
61.t4
63.27
65.48
67.78
70.16
72.18
74.28
76.58
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
95.32
98.38
102.01
105.78
109.70
113.77
I18.01
121.60
125.31
r29.14
133.09
r37.t6
142.62
147.41
152.37
71.36
73.48
75.88
78.35
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.35
106.53
109.82
tt3.2t
1t7.77
121.76
125.89
7.4
7.5
Surplus Enerw Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price qpecified in paragraph
7.3, whichever is lower.
Inadvertent Energy-
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Poiot of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW : 7,440,000
kWh. Energy delivered in January in excess of 7,M0,000 kwh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller inte'nds to design and operate the Facility to generate no more than
l0 average MW and therefore does not intend to generate Inadvertent Energy,
ldaho Power will acce,pt Inadvertent Energy that does not exceed the Maximum
Capacrty Amount but will not purchase or pay for Inadvertent Energy.
Payment Due Date - Undisputed Energy palments, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described in Appendix E and any other payments due Idaho
'17' nn*orc
7.6
7.7
Power, will be disbursed to the Seller within 30 days of the date which ldaho Power receives and
accepts the documentation of the monthly Mechanical Available Guarantee and the Net Energy
actually delivered to ldaho Poweras 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 Comlany v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 ldaho
781, 693 P-2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I 122,695 P.2d I 261 (1985), Afton Energy. Inc. v. Idaho Power Company. I I I ldaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
8.1 Seller retains ownership under this Agreement of Green Tags and Renewable Energy Certificates
(RECs), or the equivalent environmental attributes, directly associated with the production of
energy from the Seller's Facility sold to ldaho Power.
ARTICLE D( FACILITY AND INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, op€rate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreernent, the required
Interconnection Facilities will be in accordance with ScheduleT2,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specifred in Schedule 72 and the Generation Interconnection hocess, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
ldaho Power operations and maintenance expenses.
9.1
9.2
-l 8-
tUU20r0
l0.l
ARTICLE X: METERING A}.ID TELEMETRY
Metering - [daho Power shall, for the account of Seller, provide, install, and maintain Metering
andTelemetry Equipment to be located at a mutually agred upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. IW Metering
Equipment will be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy and maximum energy deliveries (kW) at
the Point of Delivery in a manner to provide Idaho Power adequate energy measur€xnent data to
administer this Agreement and to integrate this Facility's energy production into the ldaho Power
electrical system.
Telemetry - Idaho Power will install, op€rate and maintain at Selleds expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and trnadvertent Energy produced and
delivEred to the Idaho PowEr Point of Delivery to ldaho Power's Designated Dispatch Facility.
ARTICLE XI. RECORDS
Mainte,nance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation ftW) records in a form and content acceptable to Idaho Power.
Insoection - Either Party, after reasonable notice to the other Party, shall have the right, &ring
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
lnadvertent Energy and maximum gcneration ftW) records pertaining to the Selleds Facility.
ARTICLE Xtr: OPERATIONS
l2.l Communications - tdaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance wittr
Appendix A of this Agreement.
12 .2 Energy Acceptance -
10.2
I l.l
tt.2
-19-
tt/t/2010
12.2.1 Idaho Power shall be excused frrom accepting and paylng for Net Energy or accepting
Inadvertent Energy which would have othenrise been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented fnom doing so by an
event of Force Majeure, Forced Outage or ternporary disconnection of the Facility in
accordance with Schedule 72. lf, for reasons other than an ev€nt of Force Majeure or a
Forsed Outage, a temporary disconnection under ScheduleT2 excds twenty (20) days,
beginning with the twenty-first day of such intemrption, curtaihment or reduction, Seller
will be deemed to be delivering Net Energy at a rate equivalent to the pro rata daily
average of the amounts specified for the applicable month in paragraph 6.2. Idaho Power
will notiff Seller when the internrption, curtaihnent or reduction is terminated.
12.2.2 I4 in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may ottrerwise adversely affect Idaho Poweds
equipment, personnel or service to its customers, Idaho Power rnay te,mporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or lnadvertent Energy
from the Facility to the Point of Delivery in an arnount that exceeds the Maximum
Capacity Arnount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacrty Amouot will be a Material Breach of this Agreement.
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 ldaho Power was unable to acc€pt. Idatro Power will have
no rcsponsibility to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
-20-
tt/U20to
and Idatro Power and Seller shall mutually agroe as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
rcquirements and the Seller's prefemed schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curtaitment - 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 emerge,ncy circumstances, rcal time operations of
the electrical system, and/or "nplanned 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 XIU: TNDEMMFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold hannless and to indemniry the other Party, its
officers, agents, affrliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persoffl for injury to or death of person or injury to property,
proximately caused by the indemnifuing Party's (a) construction, ownership, operation or
maintenance ofl or by failure of, any of zuch Party's works or facilities used in connestion with
this Agreemant or (b) negligent or inteotional acts, errorc 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, includi.g reasonable attomey fees that
may be incurred by the other Party in enforcing this indemnity.
Insurance - During the tenn of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
13.2.1 Comprehensive General Liability lnsurance for both bodily injury and property damage
l3.r
-2t-
13.2
tvu20to
13.3
13.4
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current lnsurance Industry Utility practices for
similar property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorcement naming ldaho Power as an additional insured and loss payee as
applicable; and
O) A provision stating that such pollcy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall furnish ldaho Power a certificate of insurance, together with the
endorseme,nts required thercin, evidencing the coverage as set forth above.
Seller to Notiff Idaho Power of Loss of Coverase - If the insurance coverage required by
paragaph 13.2 shall lapse for any reason, Seller will immediately notifr Idaho Power in writing.
The notice will advise ldaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreernent.
ARTICLE XIV: FORCE MAJEIIRE
As used in this Agreement "Force Majeure" or "an evcnt of Force Majeure" means any c,aus€
beyond the control of the Seller or of Idatro 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
Go4 fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fircs, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Effective Date, which, by the exercise of reasonable foresight such party could not reasonably
have been expectod to avoid and by the exercise of due diligence, it shall be unable to overcome.
If either Party is rendered wholly or in part unable to perfonn its obligations under this
l4.l
-22-
tvv20t0
l5.t
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majzure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majzure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of perfonnance and which could and should have been fully
perforrned before such occurrence shall be excused as a result of zuch
(rccuTence.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreernent shall be conshued to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an indepeirdent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership orjoint
venture or impose a tnrst 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
-23-
tUy20t0
15.2
t6.l
t7.t
Agreement.
ARTTCLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreeinent
or with rosp€ct to any other matters arising in connection with tHs Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVTtr: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law p,rovisions.
Venue for any litigation arising out of or related to this Agreernent will lie in the District Court of
the Fourth Judicial District of Idaho in and forthe County of Ada.
ARTICLE XD(: DISPUTES AITID DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terrrs and conditions of this Agreement, will be submitted to the
Commission for resolution.
Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
l8.l
18.2
r9.l
19.2
Agreernent (an 'tvent of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifring the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragmph 19.2.1 do not apply19.2.2
-24-
tUv20t0
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as ex@itiously as possible following occrurence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide ldaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
19.3.2
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance covemge has been replaced or
reinstated;
Eneineer'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 and Permits - During the full t€rm of this Agreement, Seller shall maintain
compliance with all p€rmits and licenses described in paragraph 4.1.1 of this
Agree,ment. In addition, Seller will supply ldaho Power with copies of any new or
additional perrrits or licenses. At least every fifth Conffact Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to ldaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
19.3.3
20.1 This Agreement is subject to the jurisdiction of those agencies having contnol over
either Party of this Agreement.
-25-
tt/v20to
2t.t
ARTICLE XXI: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's approvd of all terms and
provisions hereof without change or condition and declaration that all paym.ents to be made to
Seller hereunder shall be allowed as prudeirtly incuned expenses for ratemaking purposes.
ARTICLE XXft SUCCESSORS AITID ASSIGNS
This Agreement and all of the terms and provisions heneof shall be binding upon and inure to the
benefit ofthe respective successoni and assigns ofthe Parties hereto, except that no assignment
hereof by either Party shall become ef-fective without the written consent of both Panies being
first obtained. Such consent shall not be unreasonably withheld. Notrnrithstanding the foregoing,
any party which ldaho Power may consolidate, or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. ldaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or rernedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approvedby the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all ta;res and other governmental charges which, if faild
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES
All written notices under this Agreement shall be directed as follows and shall be considered
-26-
lllil2olo
22.r
23.1
24.1
25.1
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
pr€paid, as follows:
To Seller:
Original document to:
Cold Springs Windfarm, LLC
Attention: Marnice Miller, Authorized Manager
3145 Geary Blvd.,#723
San Francisco, CA 941 l8
E-mail : [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho PowerCompany
PO Box 70
Boise, Idaho 83707
E-mai l : [e-mail].
Either Party may change the contact person and/or address information listed above, by providing writtexl
notice from an authorized person representing the Party.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 This Ageement includes the following appendices, which are attached he,reto and included by
refertnce:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Monthly Power Production and Availability Report
Facility and Point of Delivery
Engineer's Certifications
Fomrs of Liquid Security
Wind Energy Production Forecasting
-27-
tUt/2010
27.1
ARTICLE XXVtr: SEVERABILITY
The invalidity or unenforceability of any terrr 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 uneirforceable terrr or provision were omitted.
ARTICLE XXVItr: COI.JNTERPARTS
This Agree,ment may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXD(: ENTIRE AGREEMENT
This Agreement constitutes the entire ofthe Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respoctive names on the dates set forth below:
Idaho Power Comlnny Cold Springs Windfarm. LLC
ll tL-to Dated //- z- -26/0
28.1
29.1
By
Dated
-28-
Sr. Vice Presiden! Power Supply Authorized Manager
"Idaho Powef'"Seller"
tUv20to
APPENDIX A
A-l MONTHLY POWER PRODUCTION AND AVAILABILITY REPORT
At the end of each month the following required documentation will be submitted to:
Idaho PowerCompany
Attn: Cogeneration and Small PowerProduction
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility's total energy production delivered to ldaho Power and Station Usage and the
maximum generated energy ftW) as recorded on the Metering Equipment and/or any otherrequird
energy measurements to adequately administer this Agrecment. This document shatl be the documeNrt to
enable Idaho Power to begin the energy pa)4nent calculation and payment prooess. The meter readings
on this r€,port shall not be used to calculate the actual palment, but instead will be a check of the
automated met€r rcading information that wil be gathered as described in item A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
a9-
tUU20to
Proiect Neme
Address
Clty
Idaho Power Company
Cogeneretion and Smrll Power Production
MONTM,Y POWER PRODUCTION AI\[D AVAILABILITY REPORT
Month Yerr
Protect Number:
Phone Number:
Stete ztp
Net Faclllty Strdon Station
Outout Ulase Usese
Meter Number:
Metered
MrrlmunGcrcndol
kw
Net Gcneration
End of Month kWh Meter Reedlng:
Beginning of Month kWh Meter:
Difierence:
Times Meter Constant:
klVh for the Month:
Metered Demend:
Mcchanical Avallebilitv Guarentee
Seller Cdculated Mechanicd Availebility
As specified in this Agreement, the Seller shall lnclude with thts montlrly report a summary statemcnt of the
Mechenicel Avdtebitity of this Facility for the calendar month. This summary shell lnclude deteils es to how
thc Seller celcnleted this vdue end summery of the Feclllty datr used in the calculadon. Idaho Power end
the Seller shill work together to mutudly develop s summlry report thet provldes the required deta. Ideho
Power resenves the right to review the detalled data uced in thts calculadon es allowed wlthtn the Agreement
Signeture Date
-30-
tUU20to
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnig[t) 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 ftW) and any other required exrergy measurEments to adequately administer
this Agreement.
A-3 ROLTTINE REPORTING
Idaho Power Contact Information
Daily Enersy Produstion Reporting
Call daily by l0 a.m., l-800-356-4328 or 1-800{35-1093 and leave the following
information:
o Project Identification - Project Name and Project Numbero Current Meter Reading
: B:H:t*8*Hlffi i::fi: ;ffir,
Planned and Unplanned Pnoject outaees
Call l-800-345-1319 and leave the following information:
o Project ldentification - Project Name and Project Number. Approximate time outage occurred
Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Ooerational Contact
Name: Glenn Ikemoto
Telephone Number: 510 655-7600
Cell Phone: 510 384{671
Proiect On-site Contact inforrration
Telephone Number:
-31-
tUU20to
B-l
APPENDX B
FACILITY AND POINT OF DELWERY
Project Name: Cold Springs Windfarm
Project Number: 216151 15
DESCRIPTION OF FACILITY
Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of all
generatioa units to be included in the Facility.)
The Facility will be comprised of approximately l0 wind turbines with a cumulative name,plate
rating that will not exceed the Maximum Capacity Amount as specified in itern 84 and not less
than 18 lvfw. At the time this Agreement was executed, selection of the tr.ubine manufacturer
had not been finalized by the Seller. No later than 60 days prior to the Facility achieving its First
Energy Date, the Seller shall provide Idaho Power a precise, detailed description of the wind
turbines selected and quantity. The Facility is currently considering use of up to I I REpower
MM92 wind turbines (Nameplate Capacrty rating up to 2.05MWturbine, 0.95 lead/0.95 lag
power factor), or up to 10 Siemens SW l0l wind turbines (Nameplate Capacity rating up to
2.30MWturbine, 0.90 lead/0.90 lag power factor), or other wind turbine models.
LOCATTON OF FACILITY
Near: Mountain Home, ID
T4S RgE SEC 28, 32,33
T5S R9E SEC 4,5
County: Elmore,ID.
Description of Interconnection Location: The Facility will interconnect to the Idaho Power
transmission system at230 kV with atap at T4S, R9E, SEC 21, Elmore County, [D, or other
location specified in the interconnection agreement.
Nearest Idaho Power Substation: King Substation. Elmore Countv.ID
B-2
-32-
tyv20to
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 201I as the Scheduled First Energy Date.
Seller has selected December 3t. 2012 as the Schdulod 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.
MAXIMT.JM CAPACTTY AMOUNT:
This value will be 23 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with Schedule 72. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power elechical system at any moment iu
time.
At the time this Agreement was executed the Seller had requested only 20 MW of capacity in the
interconnection and transmission capacity process. Prior to the project delivering e,nergy that
exceeds 20 MW, the Seller must request and be granted additional capacity up to but not
exceeding 3 MW in both intetconnection and transmission capacrty by Idaho Power. The Seller
must make this additional capacity request using the routine ldaho Power interconnection and
transmission capacity process and shall be responsible for all costs associated with this additional
capacity requ€st. Under no circumstances will the Nameplate Capacrty of this Facility exceed
23 MW. If the installed capacity is less than the Maximum Capacity Amount at the end of the
first Confiact Year, the Maximum Capacity Amount will be adjusted downward to reflect the
actual nameplate rating of the wind turbines installed. This revised Maximum Capacity Amount
will then remain in effect for the remaining term of this Agreernent.
POINT OF DELTVERY
"Point of Delivery" means, unless othenrise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electrical system. Schedule 72 wtll determine
B4
B-5
-33-
tUv20to
B-7
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreernent.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact en€rgy deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical systern at the Point of Delivery a Losses
calculation will be established to measure the energy losses (kWh) betrveen 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 Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment betrreen the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
Schedule 72will detemnine the specific metering and telemetry requirements for this Facility. At
the minimum, the Metering Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment. Seller will arrange for and make available at Seller's cost
-34-
tvu20to
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the Facilities en€(gy production.
ldaho Power provided equipment will be owned and maintained by Idaho Power, with total cost
of purchase, installatioq operation, and maintelrance, including administrative cost to be
reimbursed to Idaho Power by the Sellet. Payment of these costs will be in accordance with
Schedule 72 aad the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation (*NRD") application has been accepted by ldaho Power's delivery business unit.
Federal Energy Regulatory Commission ("FERC") rules require Idaho Power to pre,pare and
submit the NRD. Because much of the information ldaho Power needs to pr€pare the NR.D is
specific to the Seller's Facility, ldaho Power's ability to file the NRD in a timely manner is
contingeirt upon timely recerpt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all requirements as specified in Paragraph 5.7 of this Agreement.
Seller's feilure to provlde complete and lccumte information in a timely manner crn
significently impact Idaho Power's abitity end cost to attein the ITIRD designadon for the
Seller's Fecility and the Seller shrll beer the costs of any of these delays thet ane a result of
rny ection or inaction by the Seller.
-35-
ryy20to
APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf sf 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 [daho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreenrent," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is ideirtified as IPCo Facility No.and is hereinafter refErred to as
the "Project.u
4. That the Project, which is commonly known as the Project, is located in
Section
-
Township Range
-rBoise
Meridiaq
-
County, tdaho.
5. That Engineer recopizes that the Agree,ment 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 sarne tlpe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standaxds, adherence to said O&M Policy will result in the
-36-
rvt/2010
Project's producing at or near the design electrical output, efficiency and plant frctor for a _ year
p€riod.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineeds rcpr€sentations and opinions contained in this Staternent.
10. That Engineer certifies that the above statements ane complete, tnre and accurate to the best of his
knowledge and thsr€forc sets his/herhand and seal below.
(P.E. Stamp)
Date
By
-37-
tvU20to
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS Al.lD MAINTENANCE
The undersigned on behalf of himself/herself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hercinafter "Agreerrent," bet$reen
Idatro Power as Buyer, and as Seller, dated
3. That the cogeneration or small pollrer production project which is the subject of the Agrwment
and this Statement is identified as IPCo Facility No.and hereinafter reIM to as the
*Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the provides for the Project to furnish electrical exrergy
to ldaho Power for a year period.
6. That Engineer has substantial experience in the desigq construction and operation of elechic
power plants of the same t)?e as this Project.
7. That Enginer has no economic relationship to the Design Engineer of this Project.
-38-
tuU20to
8. That Engineer has made a physical inspec.tion of said Project, its operations and rnaintenance
records since the last previous cetified inspection. It is Engineer's professional opinion, based on the
Pnoject's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
th* it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design elechical output, efficiency and plant factor for the
remaining _ yearc of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is rellng on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tnre and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
By
-39-
tUU20to
APPENDD( C
ENGINEER'S CERTIFICATION
OF
DESTGN & CONSTRUCTTON ADEQUACY
The undersigned behalf of himselflherself
"Engin@r", hereby stateshereinafter collectively referred to as
ccrtifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agrr€ment",
and
and
between Idaho Power as Buyer, and as Seller, dated
That the cogeneration or small power pnoduction project, which is the subject of the
and is hereinafterAgreement and this Statemsnt, is identified as IPCo Facility No
referrcd to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
5. That Enginer recognizes that the Agreement provides for the Project to furnish electrical
energyto ldaho Power fora year period.
6. That Engineer has substantial experience in the design, constnrction and operation of
electric power plants of the same tlpe 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 urgineering design and constnrction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
firnished Interconnection Facilities and other Project facilities and equipment.
40-
tUu20to
9. That the Project has been constnrcted 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 maintenaoce practices by Seller, the hoject is capable of performing in accordance with the
terms ofthe Agreement and with Prudent Electrical Practices fo. a _ year period.
11. That Engineer recoglizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying q1 Fngineefs r€presentations and
opinions contained in this Statem€nt.
12. That Engineer certifies that the above state,meirts are complete, true and accurate to the
best of his/her knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
4t-
tvU20t0
APPENDD( D
FORMS OF LTQUID SECURITY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or lrtter of Credit as tlose tems arc defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisft the Delay Security requirement and any other security requirement within this Agreement.
For the purpose of this Appendix D, the term "Credit Requirernents" shall mean acceptable
financial creditrvorthiness of the entity providing the socurity instnrment in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, tnc. shall be deemed to
have acceptable financial creditr*,orthiness.
l. 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 Delay Security or any
other required security amount(s). The Seller shall be responsible for all costs, and receive
any interest earned associated with establishing and maintaining the escrow account(s).
Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the Delay
Security or other required security amount(s): (a) a guaranty fi.om a party that satisfies the Credit
Requirements, in a form acceptable to ldaho Power at its discretion, or b) an irrevocable-Letter of Credit
in a form acceptable to ldaho Power, in favor of Idaho Power. The l.etter of Crdit 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 Guarante{s) or l,ette(s) of Credit.
42-
tl/U20to
APPENDD( E
WIND ENERGY PRODUCTION FORECASTING
As spe,cified in Commission Order 30488, Idaho Power shall make use of a Wind Eneqgy Froduction
Forecasting model to forecast the energy production from this Facility and other Qualiffing Facility wind
generation resourices. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater than 0.1% of the total energy payments made to Seller by Idaho Power during the
previous Confact Year.
a. For every month of this Agreement beginning with the first full month after the
First Energy Date as specified in Appendix of this Agreement, the Wind Energy
Production Forrcasting Monthly Cost Allocation (MCA) will be due and payable
by the Seller. Any Wind Energy Production Forecasting Monthly Cost
Allocations (MCA) that are not reimbursed to Idaho Power shall be deducted
from energy payments to the Seller.
o As the value of the 0.1% cap of the Facilities total energy payrrents will not
be known until the first Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Yeat's energy pa)rments.
b. During the frst Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments will not be known until the first Contract Year is complete,
43-
tt/y20to
Idaho Power will deduct the Facilrty's calculated share of the Wind Energy
Production Forecasting costs specified in itern d each month during the first
Contract Year and subsequently refund any overpayment (palments that exceed
the cap) in equal monthly amounts over the ensuing Conffact Year.
c. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
of wind 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 forrrula :
Where: Total MW (TMW) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power
Company.
Facilitv lltrIV fiMW) is equal to the nameplate rating of this Facility as
specified in Appe'ndix B.
Annual Wind Enerqv Producdon tr'orccastlns Cost (AtrCost) is equal
to the total annual cost ldaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous y@r's cost and expected costs for
the current year. At year-en4 Idaho Power will compare the actual costs
to the estimated costs and any differences betrveen the estimated AFCost
and the actual AFCost will be included in the next year's AFCost.
Annual Cost Allocaflon (ACA) : AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA I 12
e. The Wind 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
4-
rvrtzoto
the monthly ener$/payments resrlts in abalance being due ldaho Power, the
Facility shall pay this amount within 15 days of the date of tbc Fymeirt invoice.
45-
tuu20to
EXHIBIT 2
Article
t
2
3
4
5
6
7
8
9
l0
ll
t2
l3
t4
15
l6
t7
18
l9
20
2l
22
23
24
25
26
27
28
29
FIRM ENERCY SALES AGREEMENT
BETWEEN
IDAIIO POWER COMPANY
AND
DESERT MEADO]trCWINDiARM, LLC
TTTLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term andOperation Date
Purchase and Sale of Na Energy
Ptrchase Price and Mahod of Payneirt
Environmeirtal Attributes
Facility and Interconnection
Metering and Telemetry
Records
Operations
Indemnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigps
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agree,ment Signaturcs
AppendixA
Appendix B
Appendix C
AppendixD
Appendix E
tUv20t0
FIRM ENERGY SALES AGREEMENT
(10 aI\dW or trss)
Project Name: Desert Meadow Windfarm
Project Number:)_1615120
THIS AGREEMENT, entered into on *" I 2 auy ot No,nqb,'r20l0betrneen
DESERT MEADOW WINDFARM, LLC (Seller), and IDAIIO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
'?arty.'o
WTINESSETH:
WHEREAS, Seller will design, constnrct, own, maintain and operate an electric g€neration
facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is willing to purcbase, firm electric €n€rgy
produced by the Seller's Facility.
TI{EREFORE, [n consideration of the mutual coveoants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appe,ndices attached hereto, the following terms
shall have the following meanings:
l.l *Availabilitv Shortfall Price" - The curent month's Mid4olumbia Market Energy Cost minus
the current month's All Hours Energy Price qpecified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 Mills/kwh the result shall be 15.00 Mills/kwh.
1.2 "Elusiness-DeJrs" - means any calendar day that is not a Sahrrday, a Sunday, or a NERC
recognized holiday.
-l-
ruu20to
1.3 "Calculated Net Energy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly manimum energy
deliveries (measured in kwh) for each individual wind turbine, totaled for the Facility to
determine the total €oergy that the Facility could have delivered to Idaho Power during that
month based upon: (l) each wind turbine's Nameplate Capacity, (2) SufEcient Frime Mover
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduled maintenance, or (5) incidents of Forced Outages less Lnsses and Station Use. If the
duration ofan event characterized as item 3,4 or 5 above (measured on each itrdividual
occrur€nce and individual wind turbine) lasts for lsss than 15 minutes, then the event will not be
considered in this calculation. The Seller shall collect and maintain actual data to support this
calculation and shall keep this data for a minimum of 3 years.
1.4 "Commission" - The Idaho Public Utilities Commission.
1.5 "Qonhact Yeaf - The period commencing each calendar year on the same calendar date as the
Operation Date andending 364 days thereafter.
L6 *Delay Liquidated Damages'o - Damages payable to ldaho Power as calculated in paragraph 5.3,
5.4,5.5 and 5.6.
1.7 "Delay_Peried" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
1.8 "Delay Price" - The current month's Mid{olumbia Market Energy Cost minus the curreirt
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.9 "Designated Dispatch Facili4t''- Idaho Power's Systems Operations Group, orany subsequent
group designated by ldaho Power.
1.10 "Effective Date" - The date stated in the opening paragaph of this Firm Energy Sales
Agneement representing the date upon which this Firm Energy Sales Agreement was fully
executed by both Parties.
1.11 'E4giliry" - That electric generation facility described in Appendix B of this Agreeme,nt.
I rtvzlto
l.l2 'First EnerEy Date' - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the require,rnents of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
I . I 3 *Forced Outage" - a partial or total reduction of a) the Facility's capacrty to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Powet's ability to acc€pt Net En€rgy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: l)
equipment failure which was gg! the result of negligence or lack of prcventative maintenance, or
2) rwponding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipmcnt that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) plurned maintenance or constructiou of the Facility or
electrical lines required to serve this Facility. The Parties shall make commercially reasonable
efforts to perform this unplanned preventative maintenance during periods of low wind
availability.
1.14 "Hgilry.Loa<L-Het{9" - The daily hours beginning at 7:00 am, eirding at I l:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundap, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Chrishas.
l.l5 "Inadvertent-Eaggt''- Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
l.16 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
l.L7 "Initial Caoacity Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
I .18 "Lig![-[.oad Hours" - The daily hours beginning at 1 I :00 pm, ending at 7:00 am Mor.rntain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence
Day, Labor Day, Thanksgving and Christmas.
-3-
ntu2arc
l.l9 "Losses" - The loss of electrical energy expressed in kilowatt houn ftWh) occuning as a result
of the transformation and transmission of energy between the Metering Point and the point the
Facility's energy is delivered to the Idaho Power electrical system. The loss calculation formula
will be as specified in Appe'ndix B of this Agreement.
1.20 "Market Enercy Reference Price" - Eighty-five perceirt (8570) of the Mid-Columbia Market
Energy Cost.
| .21 "Material Breach" - A Default (paragraph 19.2.L) subject to paragraph 19.2.2-
1.22 "Maximum Capacity Amount" - The maximum capaclty (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.23 'nMechanical Availability" - The p€rcentage amount calculated by Seller within 5 days after the
end of each month ofthe Facility's monthly actual Net Energy dividd by the Facility's
Calculated Net Energy Amount forthe applicable month. Any damages due as a result of the
Seller falling short of the Mechanical Availability Guarantee for each month shall be determined
in accordance with paragraph 6.4.4.
1.24 "Mechanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.25 "M@dgg_Eqg!p!qg$1- All equipment spocified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to m@sure, record and telemeter bi-
directional power flows from the Seller's Facility at the Metering Point.
1.26 "Meterinq Point'- The physical point at which the Metering Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to ldaho Power at the Point
of Delivery for this Facility that provides all necessary data to administer this Agreement.
1.27 "Mid- Columbia Maltet En Cof'- The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid{olumbia lndex (Dow Jones Mid-C Index) prices for non-firm en€rgy.
If the Dow Jones Mid4olumbia Index price is discontinued by the reporting agency, both Parties
will mutually agr:er upon a replacement index, which is similar to the Dow Jones Mid{olumbia
Index. The selected replacement index will be consistent with other similar agreerneots and a
commonly used index by the electrical industry.
4-
rt/U20t0
1.28 "Nggq@,-eaDegiff' -The full-load electrical quantities assigned by the designer to a geirerator
and its prime mover or other piece of electrical equipmen! such as hansformers and circuit
breakers, under standarrdized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "IIelElgIgU" - All of the electric e,lrergy produced by the Facility, less Station Use, less losses,
expressed in kilowatt hours (kWh) delivered to ldaho Power at the Point of Delivery. Subject to
the terms of this Agreement, Seller commits to deliver all Net Enerry to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.30 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
l.3l "@fDditqt'' - The location specified in Ap,p€odix B, where Idaho Power's and the
Seller's elechical facilities are interconnected and the ene'ryy from this Facility is delivercd to the
Idaho Power electrical system.
1.32 "Prudent Electrical Practices" - Those practices, mahods and equipmmt that are commonly and
ordinarily used in electrical engineering and operations to op€rate electric equipment lawfufly,
safely, dependably, efficiently and oconomically.
1.33 "Scheduled Operation Date" - The date specifred 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 reasoaable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.34 *SchedulelZ- Idaho Power's TariffNo l0l, ScheduleT2 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical system as specified within
Schedule 72 andthis Agreement.
1.35 "@" - The three periods identified in paragraph 6.2.1 of this Agreement.
-5-
tvU20r0
1.36 "Special Facilities" - Additions or alterations of transmission and/or distribution lines ard
transformers as described in Schedule 72.
1.37 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.38 "Sufficient Prime Mover" means wind spoed that is (l) equal to or greater than the ge,neration
unit's manufacturer-specified minimum levels required for the generation unit to produce €nergy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.39 *Sgtpls_Euer$d' - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.,t0 "Total Cost of the Facility''- The total cost of stnrctures, equipment and appurtenances.
l.4l "Wind Enersy Muction Forecast" - A forecast of energy deliveries from this Facility provided
by an Idaho Power administered wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE It NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreeme,nt and the undertaking by Seller of the obligations set forth hereiq Seller heq
investigated and detsrmined that it is capable of performing hereunder and has not reliod upon
the advice, experie,nce or expertise of Idaho Power in connection with the transactioos
contemplated by this Agreement.
2.2 Seller Inde,pendent Experts - All professionals or experts including, but not limited to, engineers,
attomeys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreernent have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warrantyby Idaho Power - Any review, acceptance or failure to review Seller's desigq
specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho
-6-
tUu20t0
3.2
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limitd to, safety,
durability, reliability, strength, capaclty, adequacy or economic feasibility.
Oualifuine Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualiffing Facility status during the temn of
this Agreement and Seller's failure to maintain Quali&ing Facility status will be a Material
Breach of this Agreernent. Idaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and complianoe documents at anytime during the term of
this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTA}.ICEOF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, perrrits or approvals necessary for Seller's
operations have been obtained from applicable fed€ral, state or local authorities,
including, but not limitedto, evidence of compliance with Subpart B, 18 CFR 292.201 d
seq. as a certified Qualiffing Facility.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion lrtter signed by an attomey
admitted to practice and in good standing in the State of tdaho providing an opinion that
Seller's licenses, permits and approvals as set forth in paragraph 4.1 .1 above are legally
and validly issued, are held in the name of the Seller an4 based on a reasonable
independent r€view, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion [.etter. The Opinion Lrtter will be in a form
acceptable to Idaho Power and will acknowldge that the attomey rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Power's acceptance ofthe
fomr will not be umeasouably withheld. The Opinion Letter will be govemed by and
4.1
-7-
tUU20to
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Iaw (1991).
4.1.3 lnitial Capacity Determination - Submit to Idaho Power such data as ldaho Powermay
reasonably require to perform the Initial Capacity Detennination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resouroe characteristics, normal and/or average operating desrgn conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessary, rcquest additional data to complete the tnitial Capacity Deterrrination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacture Nameplate Capacity rating of the individual generation
units at this Facility is less than l0 MW. The Seller shall zubmit detaile{
manufacturer, verifiable data ofthe Nameplate Capacity ratings of the actual
individual generation units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capactty
rating of the generation units to be installed at this Facility is less than 10 MW, it
will be deemed that the Seller has satisfied the kritial Capacrty Determination for
this Facility.
4.1.4 Name,plate Capacilv - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacrty of each individud generation unit
that is included within this entire Facility. Upou receipt of this dat4 Idaho Power shall
review the provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufachrer's specified generation ratings for the specific generation
units.
4.1.5 Ensineer's C€rtifications - Submit an executed Enginee,fs Certification of Design&
Construction Adequacy and an Engineer's Certification of Operations and Maintqrance
(O&M) Policy as described in Commission Order No. 21690. These certificates will b€
-8-
tt/U20to
in the fonn specified in Appendix C but may be modified to the extent necessary to
recognize the diffferent engineering disciplines prcviding the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article )fltr.
4.1.7 Interconnection - Provide written confirmation from ldaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Desienation - The Seller's Facility has been designated as a network
rcsource capable of delivering firm energy up to the amount of the Maximum Capacity.
4.1.9 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilld. Such writteir 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 AITID OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first writteir and shall continue in full force and effect for a period of 20 Contract
Years from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has de,monstated to ldaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received writte'n confirmation from ldaho Power of the Operation flate.
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achiwe the Operation Date on or before
tUv20t0
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and constnrction process that are not Force Majeure events accepted by both
Parties, shall not prevent Delay Liquidated Damages from being due and owing as calculated in
accordance with this Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Damages calculated at the end of each calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to ((Curr€nt month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 dividd 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.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacrty with the Maximum
Capacrty being measured in kW.
If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled
Operation Date, such failure will be a Matcrial Breach and ldaho Power may terminate this
Agreernent at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable using the
Delay Liquidated Damage calculation described in 5.3.1 above for all days excoeding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach or
Idaho Power terminates this Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Damages within 7 days of when
Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failue to pay these damages within the specified time will be a Material Breach of this
5.5
-10-
tvU20to
5.6
5.7
Agreeureirt and ldaho Power shall draw funds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages art an appropriate
approximation of such damages.
Prior to the Seller executing this Agreement, the Seller shall have agreed to and executed al.ef,tr,r
of Understanding with Idaho Power that contains at minimum the following requireme,nts:
a) Seller has filed for interconnection and is in compliance with all palments
and requireme,nts of the interconnection process
Seller has received and accepted an interconnection system impact study for
this Facility.
Seller has provided all information requirod to enable Idaho Power to file an
initial transmission capacity r€quest.
Results of the initial transmission capacity request are known and acceptable
to the Seller.
Seller acknowledges responsibility for all interconnestion costs and any costs
associated with acquiring adequate firm transmission capacity to enable the
project to be classified as an Idaho Power designated firm network rExrcurce.
If the Facility is located outside of the ldaho Power senrice teiritory, in
addition to the above requirements, the Seller must provide evidence that the
Seller has acquired firm hansmission capacity from all requircd transmitting
entities to deliver the Facility's energy to an acceptable point of delivery on
the tdaho Power electrical system.
Within thirty (30) days of the date of a frnal non-appealable Commission Order as specified in
Article XXI approving this Agreement; Seller shall post liquid secwity ("Delay Securi!y'') in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
b)
c)
d)
e)
5.8
-l l-
rUU20to
Failure to post this Delay Security in the time specified above will be a Material Breach of this
Agrecment and ldaho Power may terminate this Agreernent.
5.8.1 Delay Security The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estimated
revenue. Where the estimated three months of revenue is the estimated rev€nue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of e,nergy production as specified in paragraph 6.2.1 for those
three months multiplied by the All Hours Energy Price specified in paragraph 7.3 for
each of those tbree months.
5.8.1.1 In the event (a) Seller provides ldaho Power with certification that (1) a
generation interconnection agreement specifuing a schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid aU rquircd interconnection
costs or (2) a generation interconnection agreemeirt is substantially complete and
all material costs of interconnection have been identified and agreed upon and
the Seller is in compliance with all terms and conditions of the generation
interconnection agree,ment, the Delay Security calculated in accordance with
pamgaph 5.8.1 will be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.8.1.1 and subsequently (1) at Seller's r€quest, the generation
interconnection agreement specified in paragraph 5.8.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date, or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Security as calculated in
paragaph 5.8.1 will be subject to reinstatement and will be due and owing within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
-12-
rUl/20to
6.1
5.E.2 Idaho Power shall release any remaining security posted hereunder afier all
calculated Delay Liquidarcd Damages arc pald in full to ldalp Power and the
earlier of: l) 30 days after the Operation Date has been achieved, or 2) 60 days
after the Agreement has been terminated.
ARTICLE VI: PI.JRCHASE AND SALE OF NET ENERGY
Delivery and Acpeotance of Net Energy - Except when either Parly's perfommnce is excused as
provided hercin, Idaho Power will purchase and Seller will sell all of the Net Energr to Idaho
Power at the Point of Delivery. All Inadvertent Energr prodtrced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Enerry and/or Inadvertent Enerry produced by the Facilifi and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energr in the following monthly
amounts. These amdunts shall be consistent with the Mechanical Availabili$ Guarantee.
6.2.1 Initial Year Monthly Net Enerry Amounts:
Season I
Season 2
July
August
November
December
June
September
October
January
February
kwh
4,036,000
4,o42,Ooo
4,727,W0
3,392,000
3,775,000
4,348,000
5,022,000
4,150,000
5,0E2,000
5,918,000
3,275,000
3,675,0(X)
Month
March
April
May
Season 3
Unless exoused by an event of Forpe Majeure, Seller's failure to deliver Net Energl in any
Contract Year in an amount equal to at leastten percent(l0olo) of the sum of the Initial Year
Monthly Net Enerry Amounts as specified in paragraph 6.2 shall constitute an ev€nt of default.
-13-
tvv20t0
6.3
6.4 Mechanical Availability Guarantee - After the Operational Date has beeir establishe{ the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each month
dtring the full term of this Agreement (the "Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Pnoduction and Availability
Report (Appendix A), the Seller shall provide and certiff the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of all
information used to calculate the Calculated Net Energy Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact
on ge,neration output, and (c) scheduled maintenance and Station Use infonmation.
6.4.2 The Seller shall maintain and retain for three years detailed docume,ntation supporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current montl's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 pcrcent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy palment. If an unpaid balance remains after the damages are offset against the
energy payment, the Seller shall pay in full the rernaining balance within 30 days of the
date of the invoice.
-14-
tuU20to
7.1
ARTICLE Vtr: PI.JRC}IASE PRICE AND METHOD OF PAYMENT
Healy Load Purchase Price - For all Net Energy received during Healy [oad Hours,
Idaho Power will pay the non-levelized energlr in accordance with Commission Order
31025 adjusted in accordance with Commission Order 30415 for Heavy Load Hour Energy
deliveries, adjusted in accordance with Commission Order 30488 for the wind integration charge,
and with seasonalization factors applied:
pnce
Season | -(73.50Vo)
MillsftWh
N.52
42.80
45.32
47.71
50.29
53.0s
54.64
56.20
57.90
59.57
61.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
MillsftWh
66.15
69.87
74.00
78.18
82.74
87.64
90.46
93.23
96.25
99.21
102.27
105.90
t09.67
l13.59
t17.66
121.90
t25.49
129.20
133.03
136.97
14t.04
146.51
151.30
ts6.26
Mills/kwh
55.12
58.24
61.66
&.92
68.42
72.t7
74.34
76.61
79.12
81.59
84.14
87.16
90.31
93.57
96.97
100.50
r03.49
106.58
109.77
I13.06
116.45
121.01
125.00
129.13
Season 2 - (L20.00 %) Season 3 - (100.00 o/o)
Year
2010
2011
2012
2013
2014
2015
20t6
2017
2018
2019
202A
2021
2022
2423
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
7.2 Lieht Load ltrchase Itice - For all Net Energy reccived during Light Load Hours,Idaho Power
will pay the non-levelized energ5r price in accordance with Commission Orrder 31025 adjusted in
accordance with Commission Order 30415 for Light Load Hour Energy deliveries, adjustd in
accordance with Commission Onder 30488 for the wind integration charge, and with
-15-
tUy20l0
seasonalization factors applied:
Year
2010
20tt
20t2
2013
2014
2015
20t6
20t7
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203r
2032
2033
Year
2010
20tt
2012
2013
2014
2015
Season | - (73.50o/o\
Mill$/kWh
35.59
37.88
40.40
42.79
45.37
48.13
49.72
51.28
52.97
54.65
56.37
58.41
60.54
62.74
65.04
67.43
69.45
71.55
73.70
76.03
78.52
81.87
84.80
87.84
Season 2 - (120.00Yo)
Mills/kwh
58.11
61.84
65.95
69.86
74.06
78.91
81.73
84.50
87.51
90.47
93.53
97.16
100.93
104.85
108.92
I 13.16
tr6.t6
120.47
124.29
t28.24
132.31
t37.77
t42.56
t47.52
Season3-(100.00%)
Mills/kwh
48.42
51.54
54.96
58.22
61.72
65.48
67.64
69.76
72.07
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.21
99.30
t02.49
105.78
109.17
113.73
117.72
121.85
7.3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energ5l Price and
Delay Price shall be the non-levelized energy price in accordance with Commission Order 31025
adjusted in accordance with Commission Order 30488 for the wind integration cbarge, and with
seasonalization factors applied:
Season | - (73.50 o/o') Season 2 - (120.00 oA Season 3 - (100.00 %)
Mills/kWh
38.33
q.6t
43.t3
45.52
48.10
50.86
Mills/kWh
62.57
66.30
70.42
74.33
78.85
83.75
Mills/kWh
52.14
55.26
s8.68
61.93
65.44
69.19
tutaarc
-16-
20t6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
52.45
54.01
55.71
57.37
59.10
61.14
63.27
65.48
67.78
70.t6
72.t8
74.28
76.58
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
95.32
98.38
102.01
105.78
109.70
fi3;17
118.01
121.60
1.25.3t
t29.t4
133.09
t37.16
t42.62
147.41
152.37
71.36
73.48
75.88
78.35
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.35
106.53
109.82
tt3.2r
t17.77
121.76
12s.89
7.4
7.5
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Sellerthe current
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.
Inadvertent Energy-
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was deliverod.
(For example January contains 7zl4 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,44O,000 kWh in this example
would be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate no more then
l0 average MW and therefore does not intend to generate lnadvertent EnergSr,
Idaho Power will accept Inadvertent Energy that does not exceed the Maximum
Capacrty Amount but will not purchase or pay for Inadvertent Energy.
7.s.2
Palrment Due Date - Undisputed Energy payments, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described in Appendix E and any other paymeirts due Idaho
-t7-
tilU20t0
7.6
7.7
Power, wiU be disbursed to the Seller within 30 days of the date which Idaho Power receives and
acc€pts the documentation of the monthly Mechanical Available Guarantee and the Net Enerry
actually delivered to Idaho Power as specified in Appendix A.
Continuine Jurisdiction of the Commission.This Agreernent is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be constmed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enerey. Inc., 107 ldaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idatro Public Utilities Commissioo" 107
Idaho I 122,695 P.zd l26l (1985), Afton Energy. Inc. v. Idaho Power Company. 111 Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VIft ENVIRONMENTAL ATTRIBUTES
8.1 Seller retains ownership under this Agreeme'nt of Gree,n Tags and Renewable Energy Certificates
(RECs), or the equival€nt environmental athibutes, directly associated with the production of
energJ from the Selleds Facility sold to Idaho Power.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Sellerowned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agrwrnent.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72,lhe Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 andthe Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing montlly
Idaho Power operations and maintenance expenses.
9.1
9.2
-l 8-
rUU20t0
ARTICLE X: METERING AT.ID TELEMETRY
l0.l Metering - Idaho Power shall, for the acmunt of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to rcord and measurc
power flows to Idaho Power in accordance withthis Agreement and ScheduleT2. Ttrc Metering
Equipment will be at the location and the type requircd to m@sure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy and maximum €n€rgy deliveries (k\{D at
the Point of Delivery in a manner to provide Idaho Powcr adequate energy measturcme,nt data to
administer this Agreement and to integrate this Facility's en€rgy production into the Idaho Power
electrical system.
10.2 Telemetry - Idaho Power will install, operate and maintain at Selleds exp€nse metering,
communications and telemetry equipment which will be capable of providing ldaho Power with
continuous instantaneous telemetry of Selleds Net Energy and Inadvert€nt Energy produced and
delivered to the Idaho Power Point of Delivery to [daho Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energ;r, Station Use, Inadvertent Energy
and maximum generation ftW) records in a forrr and content acceptable to ldaho Power.
lnsoection - Either Party, after reasonable notice to the other Party, shall have the right, druing
norrtal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvert€nt Energy and maximum generation ftW) rrecords pertaining to the Selleds Facility.
ARTICLE XTI: OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12 .2 Energy Acceptance -
I l.l
tt.2
-19-
tvv20to
12.2.1 ldaho Power shall tre excused from accepting and payog for Net Energ5r or accepting
Inadvertent Energy which would have othe,r:wise been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented frrom doing so by an
event of Force Majeure, Forced Outage or temporary disconnection of the Facility in
accordance with Schedule 72. If, for reasous other than an event of Force Majeure or a
Forced Outage, a temporary disconnection r:nder Schedule 72 exceeds twenty (20) days,
beginning with the twenty-first day of such intemrption, curtailment or reduction, Seller
will be deemed to be delivering Net Energy at a rate equivaleot to the pro rata daily
average of the amounts specified for the applicable month in paragraph 6.2. Idaho Power
will notiff Seller when the intemrption, curtailment or reduction is terminated.
12.2.2 lf,, in the reasonable opinion of Idaho Power, Selleds operation of the Facility or
lnterconnection Facilities is unsafe or may otherwise adversely affect Idaho Powet's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution syste,m as specified
within Schedule 72 or take such oth€r reasonable steps as Idaho Power dee,ms
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an arnount that exceeds the Maximum
Capactty 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.
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 ldaho Power was unable to acce,pt. Idaho Power will have
no responsibilrty to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 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
-20-
tUu20t0
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's prefbrred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - The Seller aod tdaho Power shall, to the extent practical, coordinate
theirrespective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curtailnent - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries fiom the Seller's
Facility. Seller trnderstands that in the case of emergency circumstances, real time operations of
the electrical system, and/or,,nplanned events ldaho Power may not be able to provide notice to
the Seller prior to internrption, curtailment, or reduction of electrical eoeryy deliveries to
Idaho Power.
ARTICLE XItr: INDEMNIFICATION AND INSURANCE
13.1 Indemnifrcation - Each Party shall agree to hold harmless and to indemni$ the other Party, its
officers, agents, affiliates, subsidiaries, parcot company and employees against all loss, damage,
experui€ and liability to third penions for injury to or death of person or injury to property,
proximately caused by the indemnifring Party's (a) constnrction, ownership, operation or
maintenance o{, or by failure of, any of such Party's works or facilities used in connection with
this Agreement or (b) negligent or inte,ntional acts, errors or omissions. The indemniffing Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incuned by the other Party in enforcing this indernnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage :
13.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
-21-
tUv20to
13.3
13.4
with limits equal to S1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with cunent Insurance Industry Utility practices for
similar property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- orbetterand shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
O) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior wdtten notice to ldaho Power.
Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 her€in and annually
thereafter, Seller shall furnish ldaho Power a certificate of insurance, together with the
endorsements required therci& evidencing the coverage as set forth above.
Seller to Notiff Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 13.2 shall lapse for any rreason, Seller will immediately notiff Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapsc and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XTV: FORCE MAJEURE
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Effective Date, which, by the exercise of reasonable foresight such party could not rcasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
lf either Party is rendered wholly or in part unable to perform its obligations under this
-22-
tUu20t0
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
(2)
occurr€nce of the Force Majeure, gve the other Party written notice describing
the particulars of the occurrence.
The suspeirsion of shall 5" of no greater scope and of no longer
duration than is required by the evEnt of Fors€ Majeure.
No obligations of either Party which arose before the occumencs sauging the
suspension of performance and which could and should have been fully
pcrformed before such occurrence shall be excused as a result of zuch
occulr€noe-
ARTICLE XV: LI.ABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, my
standard of care with refer€nce to, or any liability to any p€rson not a Party to this Agroement.
Neither party shaU be liable to the other for any indfuect, special, conseque,ntial, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreernent
shall constitute the dedication ofthat Party's system or any portion thereofto the Party or the
public or affect the status of Idaho Power as an indepeiadent public utility corporation or Seller as
an independent individual or entlty.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except whe,re 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 constm€d to sreate an association, trust, partnership or joint
ventune 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
-23-
lllll20lo
(3)
l5.l
ts.2
l6.l
18.1
18.2
Agre.ement.
ARTICLE XVII: WAIVER
17 .l Any waiver at any time by either Party of its rights with respect to a default under this Agreemeirt
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 XVTtr: CHOICE OF LAWS AND VENTJE
This Agreement shall be constnred and interpreted in accordance with the laws ofthc State of
Idaho without reference to its choice of law provisions.
Venue for any litigation arising out of or related to this Agree,ment will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAIJLT
Disputes - All disputes related to or arising under this Agreernent, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the tenns or conditions of this
19.1
t9.2
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifring the manner in which such
default occurred. If the defaulting Party shall fail to sure such default within the sixty
(60) days after sernice 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/orpursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
-24-
t9.2.2
tUU20t0
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occrur€nce of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide ldaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 132. If Seller
19.3.2
fails to comply, such failure will be a Material Breach and may onlv be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
Engineer's Certifications - Every thr€e (3) years aftcr the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of ldaho, which
Certification of Ongoing O & M shall be in the form specified in Ap,pendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller pnoviding the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all pennits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any oew or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may onlv be cured by Seller zubmitting to ldaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
19.3.3
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
20.1
tUU20to
ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions herof 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 XXtr: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions he,reof shall be binding upon and inure to th!
beoefit of the respective successorc and assigns of the Parties he,rreto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such conseirt shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which ldaho Power may consolidate, or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or aprproval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests urder this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXItr: MODIFICATION
No modification to this Agreernent shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all ta;tes and othergovemmental charges which, if faild
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEXXV: NOTICES
All written notices under this Agreement shall be directed as follows and shall be considered
-26-
llltl20to
23.1
24.1
25.1
delivered when faxe4 e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepaid, as follows:
To Seller:
Orieinal document to:
Desfft Meadow Windfarm, LLC
Attention: Maurice Miller, Authorized Manager
3145 Geary Blvd.,#723
San Francisco, CA 94118
E-mail: [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho PowerCompany
PO Box 70
Boise, Idaho 83707
Email : [e-mail]
Cooy of document to:
Cogeneration and Small Power Prodtrction
Idaho PowerCompany
PO Box 70
Boise,Idaln 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing writteir
notice from an authorized person representing the Party.
ARTICLE XXVI: ADDITIONAL TERMS AT.TD CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
refercnce:
Appendix A - Monthly PowerProduction and Availability Report
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Wind Encrgy Production Forecasting
-27-
tvU20t0
27.1
ARTICLE XXVIL SEVERABILITY
The invalidity oruneirforceability 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 constnred
in all other rcspects as if the invalid or uneirforceable term or prcvision were omitted.
ARfiCLE XXVIft COIJNTERPARTS
This Agreement may be executed in two or more count€rparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXD( ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matt€r
hereof and zupersedes all prior or contemporan@us oral or written agrcements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respectiv€ oames on the dates set forth below:
Idaho Power Comoanv Desert Meadow Windfaxm- LLC
28.1
29.t
By
'^'* ll lL' lt Dated // - Z -, Zo/ o
Sr. Vice Presidcnt, Power Supply Authorized Manager
"Idaho Powet''
-28-
"Sellet''
tuy20to
APPENDX A
A _1 MONTHLY POWER PRODUCTION AND AVAILABILMY REPORT
At the end of each month the following r€quird documentation will be subrmitted 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 rcadings on the ldaho Power Metcr Equipment
measuring the Facility's total energy delivered to Idaho Power and Station Usage and the
maximum g€nerated energy (kW) as recorded on the Metering Equipment and/or any other requfud
energy measurements to adequately administer this Agoeme,nt. This document shall be the document to
enable Idaho Power to begin the energy paymeirt calculation and payment prooess. The meter readings
on this report shall not be used to calculate the actual paym€rlq but instead will be a check of the
automated meter reading inforrration that will be gathered as described in item A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
-29-
il/l/2010
Prolect Neme
Addrecs
Ctty
Idaho Power Company
Cogeneretion and Small Power Producton
MONTHLY POWER PRODUCTION AND AVAILABILITY REBORT
Month Yeer
Project Number:
Phone Number:
State Zip
Net Feclllty Stedon Strdon
Outout U$qe Ucage
Meter Number:
Metered
MrdmrmGcacntbn
kw
Net Generation
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Tlmes Meter Constrnt:
klVh for the Month:
Metered Demend:
Mechenical Avellabilitv Guarantee
Seller Celculated Mcchanlcal Availebiltty
As speclf,cd ln ihlr Agreement, the Seller chdl include with this monthly report e snmmrry strtement of the
Mechenical Aveilabiltty of this Facillty for the celender month. Thls cummrry shdl lnclude detailc as to how
the Seller calculated this vllue and summery of the Feclllty deta used Iu the cdculation. Ideho Power end
the Seller shall work together to muturlly develop e Bummsry report thet provlder the requlred data. Idaho
Power reserves the rlght to revlew the detalled data used in thir crlculetion es dlowed rvithin the Agreement.
Signature Date
-30-
tt/u2010
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meterreading information from the Idaho Powerprovided Metoiug Equipment that measures the Na
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 pncduction, Station Use, the
ma:cimum generated power (kW) and any otherrequired energy measurements to adequately administer
this Agreeme,nt.
A-3 ROUTINE REPORTING
Idaho Power Contact Information
Daily Enerey Production Reporting
Call daily by l0 a-m., l -800-356-4328 or 1-800{35-1093 and leave the following
information:
o Project Identification - Project Name and Project Numberr Current Meter Reading
: ;*ffi:*3}Hx:tilH::ffir'
Planned and Unplanned Pnoject outaees
Call l-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number. Approximate time outage occurred
Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Operational Contact
Name: Gle.nn Ikemoto
Telephone Number: 510 655-7600
Cell Phone:[phone]r
Prcject On-site Contact information
Telephone Number:
-31-
tUu20to
B-l
APPENDD(B
FACILITY AI{D POINT OF DELTVERY
Project Name: Desert Meadow Windfarm
ProjectNumber: 21615120
DESCRIPTION OF FACILTTY
(Must include the Nameplate Carycity rathg and YAR caWbility (both ledtng and lagging) of all
generation units ta be included in the Facility.)
The Facility will be comprised of approximately l0 wind turbines with a cumulative name,plate
rating that will not exceed the Maximtrm Capacity Amount as specified in item B-4 and not less
than 18 MW. At the time this Agreement was executed, selection of the turbine manufacturer
had not been finalized by the Seller. No later than 60 days prior to the Facility achieving its First
Energy Date, tle Seller shall provide Idaho Power a precise, dctailed description of the wind
turbines selected and quantity. The Facility is currently considering use of up to I I REpower
MM92 wind tubines (Nameplate Capacity rating up to 2.05MWturbine, 0.95 lead/0.95 lag
power factor), or up to 10 Siernens SW tOl wind turbines (Nameplate Capacrty rating up to
2.30MWturbine, 0.90 lead/0.90 lag power factor), or other wind turbine models.
LOCATIONOF FACILITY
Near: Mountain Home, ID
T4S R8E SEC 24,25,26
T4S RgE SEC 19
County: Elmore,ID.
Description of Interconnection Iocation: The Facility will interconnect to the ldaho Power
transmission system at230 kV with atap atT4S, R9E, SEC 21, Etnore County, ID, or other
location specified in the interconnection agreement.
Nearest Idaho Power Substation: King Substation. Elmore County. tD
B-2
-32-
tUu20to
B4
SC}IEDI.'LED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2011 as the Schedul€d First Energy Date.
Seller has selected December 31. 2012 as the Scheduled Operation Date.
In making these selestions, Seller recognizes that adequate testing of the Facility and compldion
of all requirements in paragaph 5.2 of this Agreement must be completed prior to the projwt
being granted an Operation Date.
MAXIMT,'M CAPACMY AMOUNT:
This value will be 23 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with Schedule 72. This value is the maximum elrergy (MW) that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any moment in
time.
At the time this Agreement was executed the Seller had requested only 20 MW of capacity in the
interconnection and transmission capacity process. Prior to the project delivering enerry that
exceeds 20 MW, the Seller must request and be granted additional capacity up to but not
exceeding 3 MW in both interconnection and fiansmission capacity by Idaho Power. The Seller
must make this additional capacity request using the routine Idaho Power interconnection and
transmission capacity process and shall be responsible for all costs associated with this additional
capacity request. Under no circumstances will the Nameplate Capacity of this Facility exceed
23 MW. If the installed capacity is less than the Ma:<imum CalacitV Amount at the end of the
fhst Contract Year, the Maximum Capacrty Amount will be adjusted dovmward to reflect the
actual nameplate rating of the wind turbines installed. This revised Maximum Capacity Amount
will then remain in effect for the remaining term of this Agree,ment.
POINTOFDELTVERY
*Point of Delivery" means, unless othe,l:rvise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electrical system. Schedule 72will determine
B-5
-33-
tvv20t0
B-6
the specific Point of Delivery forthis Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreement.
LOSSES
If the ldaho Power Metering equipment is capable of measuring the exact energf 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 ldaho Power Metering equipment is unable to measure the exact eoergy
deliveries by the Seller to the Idaho Power electrical systern at the Point of Delivery, a Losses
calculation will be established to measure the energy losses ftWh) betr*,een the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2o/o of the
kWh energy production recorded on the Facility generation metering equipmeirt. At such time as
Seller provides Idaho Power with the electrical equipmeirt specifications (tansformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining terrr of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly refloct the actual kWh losses attributed to the elecfrical
equipment between the Facility and the Idaho Power electrical system, Idatro Power may adjust
the calculation and rehoactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
Schedule 72 wlll determine the specific metering and telemetry requfu€ments for this Facility. At
the minimum, the Metering Equipment and Telemetry equipment must be able to providc and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment. Seller will arrange for and make available at Seller's cost
B-7
-34-
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Poweds use terminating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the Facilities encrgy production.
Idaho Power provided equipment will be owned and maintainod by ldaho Power, with total cost
of purchase, installation, operatioq and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Paynent of these costs will be in accordaoce with
Schedule 72 arrd the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedtrle 72.
8.8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accerpt or pay for generation from this Facility until a Network Resource
Designation ("NRD') application has been accepted by Idaho Power's delivery business unit.
Federal Energy Regulatory Commission ("FERC') rules require Idaho Power to prepare and
submit the NRD. Because much of the information Idaho Power needs to preparc the NRD is
specifie to the Seller's Facility, ldaho Power's ability to file the NRD in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to e,nable ldaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all requiremelrts as specified in Paragraph 5.7 of this Age€,ment.
Sellerts failure to provlde complete end accurete information in a ffmely mtnner ctn
signiftcantly impect Idaho Power'g ability and cost to attain the ltRD declgnrtlon for the
Seller's Facility and the Sellcr shall beer the costs of any of these dehys that are a recuh of
any acdon or inection by the Seller.
-35-
tt/U2010
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of hirnself/herself and
, hereinafter collectively refemed 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 "Agreemeirt," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as [PCo Facility No.and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Pnoject, is located in
Section Township _ Range ,Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to funrish electrical qrcrgy
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 t)rye as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or zupervised the review of the Policy for Operation and
Maintenance ("O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
-36-
tUy2oto
Project's producing at or near the design electrical output" efficiency and plant factor for a _ year
period.
9. That Engineer recoguizes ttrat Idaho Power, in accordance with paragraph 5.2 of the Agreeme,nt,
is relying on Engineeds rcprese,ntations and opinions contained in this Stateme,nt.
10. That Engineer certifies that the above state,ments are complete, tnre and accurate to the best of his
knowledge and therefore scts his/her hand and scal below.
(P.E. Stamp)
Date
By
-37-
tvv20to
and
APPENDD( C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
hereinafter collectively referred to as "Engineer," hereby states and
certifles to the Seller as follows:
l. That Engineer is a Licensed Pnrfessional Engineer in good standing in the State of Idaho.
2. That Enginoer has reviewed the Energy Sales Agreement, hereinafter "Agree,ment," betnreen
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and he,r,einafter referred to as the
'oPtroj@t".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish 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.
-38-
tllll20t0
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearatrce, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficie,ncy and plant factor for the
remaining _ years of the Agreement.
9. That Engineer recognizes that ldaho Power, in accordance with paragaph 5.2 of the Agreement,
is relying on Engineer's represe,ntations and opinions contained in this Stat€ment.
10. That Engineer certifies that the above statements are complete, tnre and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
-39-
l l/l/2010
APPE}IDD( C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTTON ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to ldatro 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 Firm Energy Sales Agreement, hereinafter "Agre€ment",
betweeo Idaho Power as Buyer, and as Seller, dated
3. That the coge,neration or small power production project,which is the subject of the
and is hereinafterAgreement and this Statement, is identified as IPCo Facility No
reM to as the "Project".
4. That the Project, which is commonly known as the Pnoject, is located in
Section _ Township _ Range Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the Agreernent provides for the Pdect to furnish electrical
ercrgy to Idaho Power fora year period.
6. That Engineer has substantial experience in the desrgn, constnrction and operation of
electric power plants of the same t1rye 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 eirgineering design and construction of the Project
including the civil work, electrical wort, generating equipment, prime mover conveyance system, Seller
furnished Intenconnection Facilities and other Project facilities and equipment.
40-
tUU20t0
9. That the Project has been constnrcted in accordance with said plans and specifications, all
applicable codes and consistent with Pnrdeirt Electrical Practices as that term is described in the
Agreement.
10. That the desigr and constnrction of the Prroject is such that with reasonable and pnrdent
operation nnd maintenance practices by Seller, the Froject is capable of performing in accordance with the
terms of the Agreement and with Prudetrt Elecnical Practices for a year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Ageemeirt, in interconnecting the Project with its system, is relying on Engineeds re,preseotations and
opinions contained in this Statemeirt.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his/her knowledge and therefore sets his hand and seal below.
By
(P.8. Stamp)
Date
4t-
tyU20t0
APPENDX D
FORMS OF LrQr,JrD SECURTTY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or lrtter of Credit as those terms are defined below or other
forrrs of liquid financial security that would provide readily available cash to ldaho Power to
satisS the Delay Security rcquirement and any other security requircment within this Agre€ment.
For the purpose of this Appendix D, the term "Credit Roquirernents" shall mean acceptable
financial creditrvorthiness of the entity providing the security instnrment in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Staodard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. 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 Delay Sectrity or ary
other required security amount(s). The Seller shall be responsible for all costs, and receive
any interest eamed associated with establishing and maintaining the escrow account(s).
Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the Delay
Security or other required security amount(s): (a) a guaranty from a party that satisfies the Credit
Requirernents, in a form acce,ptable to ldaho Power at its discretion, or b) an irrevocable_lrtter of Credit
in a form acceptable to Idaho Power, in favor of Idaho Power. The Irtter of Credit will be iszued by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs associated
with establishing and maintaining the Guarantds) or Lette(s) of Credit.
42-
tr/U2010
APPENDX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy pnoduction ftrom this Facility and other Qualitnng Facility wind
generation nesources. Seller and Idaho Power will share the cost of Wind Energy Production For€casting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater than 0.1% of the total eirerg5r payments made to Seller by ldaho Power during the
previous Contract Year.
a. For every month of this Agreemeirt beginning with the first full month after the
First Energy Date as specified in Appendix of this Agreement, the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) will be due alrd payable
by the Seller. Any Wind Energy Production Forecasting Monthly Cost
Allocations (MCA) that are not reimbursed to ldaho Power shall be deducted
from energy paynr.€Nrts to the Seller.
o As the value of the 0.1% cap of the Facilities total energy paymeirts will not
be known until the first Contract Year is complete, at the end ofthe first
Contract Year any prior allocations that exceded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refuod will be included io equal monthly amounts over the
e'nsuing Contract Year. If the Facility has not paid the motrthly allocations
the amount due ldaho Power will be adjusted accordingly and the 'rnpaid
balance will be deducted from the e'nsuing Contract Year's elrergy payments.
b. fhring the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments will not be known until the first Contmct Year is complete,
43-
tUu20to
Idaho Powerwill deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item d each month during the first
Contract Year and zubseque'ntly refimd any overpalment (palments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
The cost allocation formula desqribed below will be reviewed and revised if
nocessary on the last day of any month in which the cumulative MW namcplate
of wind projects having Commission approved agreements to deliver energy to
ldaho Power has been revised by an action of the Commission.
d. The monthly cost allocation will be basod upon the following formula :
Where: Total MW (TM\D is equal to the total nameplate rating of all QF wind
prcjects that arc under contract to provide en€rgy to Idaho Power
Company.
Frcilitv MW GMM is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual \ilind Enersv Production Forecasting Coct (AFCogtl is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
curr€nt year based upon the previous year's cost and expected costs for
the current year. At year-eod, 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 Allocatton (ACA) : AFCost X (FMW / TMW)
And
Monthly Cost Nlocation (MCA) : ACA / 12
e. The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA will first be netted against any
monthly energy pa).ments owed to the Seller. If the netting of the MCA against4-
ntvzoro
the moathly ene,lgypalmcnts rrsults in abalancc bcing duc Idaho Power, thc
Facility shall pay this arnount within 15 days of the date of the palment invoice.
45-
il/l/2010
EXHIBIT 3
Article
I
2
3
4
5
6
7
8
9
l0
ll
t2
l3
t4
15
16
t7
l8
l9
20
2t
22
23
24
25
26
27
28
29
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO FOWER COMPAI{Y
AI{D*THH:Im'""
TITLE
Definitions
No Reliancc on Idaho Power
Warranties
Cmditions to Acceptance of Encrgr
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Palment
Environmental Attributes
Facility and Interronnection
Metering and Telemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Hication
Serreral Obligations
Waiver
Choice of Laws andVeirue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additio,tul Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
AppendixA
AppcndixB
Appendix C
AppendixD
Appendix E
tUu20t0
FIRM ENERGY SALES AGREEMENT
(10 aIdW or l-ess)
Project Name: Hammett Hill Windfarm
Pnoj€ct Number:21615125
THIS AGREEMENT, entered into on this J2-Uy A NO fufr, brr2Ol0 betweeir
HAMMEf,T HILL U/II{DFARM, LLC (Seller), and IDAIIO POWER COMPANY, an ldaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties'or individually as'?arty."
WTIMSSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric en€r5t
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinaftor set forth" the
Parties agrce as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the alrye,ndices attached hereto, the following terms
shall have the following meanings:
1.1 "Availability Shortfall Price" - The curreirt month's Mid{olumbia Market Energy Cost mious
the current month's All Hotus Ensrgy Price specified in paragrap6 7.3 sf this Agreemeirt. If this
calsulation results in a value less than 15.00 MillsftWh the rezult shnll be 15.00 Mills/kwh.
1.2 "Businesg !€ys" - means any calendar day that is not a Saturday, a Sunday, or a NERC
recognized holiday.
1.3 "Calculated Net Enerey Amounf' - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum energy
-l-
tt/il2010
1.4
1.5
deliveries (measured in kwh) for each individual windttubine, totaled forthe Facilityto
determine the total en€r5/ that the Facility could have delivered to Idaho Power during that
month based upon: (l) each wind turbine's Nameplate Capacity, (2) Sufficient Prime Mover
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduled mainteirance, or (5) incideirts of Forced Outages less l.osses and Station Use. If the
dtration of an event characterized as item 3, 4 or 5 above (measured on each individual
occrurence and individual wind hubine) lasts for less than 15 minutes, then the event will not be
considered in this calculation. The Seller shall collect and maintain achul data to support this
calculation ard shall kq this data for a minimum of 3 years.
"Commission" - The Idaho Public Utilitics Commission.
"eeptrac[Jear" - The period commencing each calendaryearon the same calendardate as the
Operation Date and ending 364 days thereafter.
*Delay Liquidated Damaecs" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 aod 5.6.
"Dgle@'- All days past the Schedulod Operation Date until the Seller's Facility achieves
the Operation Date.
"Delay Price" - The curErrt month's Mid-Columbia Market Energy Cost minus the curreirt
month's All Hours Energy Price specified in paragraph 7.3 of this Agreeme,nt. If this calculation
results in a value less than 0, the result of ihis calculation will bc 0.
"Dcsisnated Dispatch Facility" - Idaho Power's Syste,ms Operations Group, or any subsequent
group designated by Idaho Power.
1.10 *Effective Date" - The date stated in the opening paragraph of this Firm Energy Sales
Agreemelrt representing the date upon which this Firm Enerry Sales Agreement was fully
executed by both Parties.
l.l I "Eagili$' - That electric generation facihty described in Appendix B of this Agreeme,ot.
1.6
t.7
1.8
1.9
2-
tt/u2010
l.l2 "First Enerey Date' - The day comme,lrcing at 00:01 hours, Mountain Time, following the day
that Sell€r has satisfied the requirernents of Article IV and the Seller begins delivering elrergy to
Idaho Power's system at the Point of Delivery.
1.13 "Forced Outase" - a partial or total reduction of a) the Facility's capacrty to produce and/or
deliver Nct Eneqgy to the Point of flelivery, or b) Idaho Poweds ability to accept Net Energ5l at
the Point of Delivcry for non+onomic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was gq! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtaitnent order, or 3) unplanned p,rwentative
mainteirance to repair equipment that left unrcpaired, would rcsult in failure of equip,ment prior
to the planned maintenance p€riod, or 4) planned maintenance or constnrction of the Facility or
elechical lines required to serve this Facility. The Parties shall make commercially reasonable
efforts to perform this unplaoned preventative maint€nanca during pgiods of low wind
availability.
l.l4 "IIgaW Load [I![Eq" - The daily hours beginning at 7:00 am, ending at l1:00 pm Mormtain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Me,morial Day,
Inde,pendence Day, Labor Day, Tbanlsgrving and Christuas.
1.15 "Inadvertent-Elergy''- Electric energy Seller does not intend to gsn€rate. Inadvertcnt energy is
more particularly described in paragraph 7.5 of this Age€ment.
1.16 "Interconnection Facilities" - All equipment specified in ldaho Pow6's Schedule 72.
l.l7 "Initial Capacity Daerminatiod'- The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commissioo
OrderNo.29632.
1 .1 8 "Ligbl[oar!-Hgun" - The daily hours beginning at I I :00 pm, ending at 7:0O am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence
Day, LaborDay, Thanksgiving aod Chrismas.
-3-
rUu20t0
l.l9 6'@" - The loss of elestrical energy expressed in kilowatt hours (kWh) occurring as a result
of the hansformation and tansmission of energy betrveen the Metering Point and the point the
Facility's energy is delivered to the ldalro Power electrical system. The loss calculation formula
will be as specified in App€rdix B of this Agreemelrt.
1.20 "Market Energv Referenoe Price" - Eighty-five perc€ot (8570) ofthe Mid{olumbia Market
Energy Cost.
l.2l "Matetrial.Ereaeh"-ADefault(paragraph 19.2.1) subjecttoparagraph 19.2.2.
1.22 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Ap,p€rdix B of this Agreemelrt.
1.23 "Mechanical Availability' - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's montlly achral Net Energy dividd by the Facility's
Calculated Net Eneqg5r Amount for the applicable month. Any damages due as a result of the
Seller falling short of the Mechanical Availability Guaraotee for each month shall be det€rmined
in accordancc with paragraph 6.4.4.
1.24 "Mechanicd Availability Guarantee" shall be as defined in paragraph 6.4.
1.25 "MeteringGqglpq@I]- All equipment specified in Schedule 72, this Agreemeirt and any
additional equipment specified in Ap,peudix B requircd to measur€, record and telemet€r bi-
directio,nal pow€r flows frrom the Selleds Facility at the Metering Point.
1.26 "Metering_Point" - The physical point at which the Metcring Equipmcnt is located that enables
accurate measur€mcot of the Test Energy and Net Energy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessary data to administer this Agreeme,ut.
1.27 "Mid- Columbia Market Energy Cost" - The monthly weigfited average of the daily on-peak and
off-peak Dow Jones Mid4olumbia Index @ow Jones MidC Index) prices for non-firm energy.
If the Dow Jones Mid{olumbia Index price is discontinued by the reporting ag€ncy, both Parties
will mutually agree upon a replace'ment index, which is similar to the Dow Jones Mid4olumbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
tilU20t0
1.28 "Ngpq4la1te-egpggl$' -The full-load electrical quantities assigned by the designer to a generator
and its primc mover or other piece of electrical equipme,nt, such as hansformers and circuit
breakers, under standardized conditions, expressed in ampe,rcs, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usua[y indicated on a nameplate attached to tho individual machine
or device.
1.29 abt :ueggC'- All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (ktilh) delivered to Idaho Power at the Point of Delivery. Subject to
the terms of this Agrceme,nt, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery forthe full term of the Agreemeirt. Net Energy does not include Inadverteirt Energy.
1.30 *@ration_Darc" - The day commencing at 00:01 hours, Mountain Time, following the day that
all rcquirements ofparagraph 5.2 have beeir completed.
1.31 "M_efDeliyd'- The location specified in Appendix B, where ldaho Power's and the
Seller's electrical facilities are interconnocted and the enerry from this Facility is delivered to the
Idaho Power electrical syst€m.
1.32 "Prudent Electrical Practi@s" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical ergine€ring and operations to operate electic equipment lawfully,
safely, dependabln efficiently and economically.
1.33 "Scheduled Operation Date" - The date specified in Appeodix 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.
I .34 "Schedule.TZ - Idaho Power's Tariff No 101 , Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of intsrconnection
and integration of this Facility into the Idaho Power elechical system as specified within
Schedule 72 afi, this Agreement.
I .35 6'S9aE@'r - The tbree periods idelilified in paragraph 6.2.1 of this Agreement.
-5-
tUu20t0
1.36 "Special Facilities" - Additions or alterations oftransmission and/or distribution lines and
transformers as described in Schedule 72.
1.37 "Station (Jse" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofclectricity by the Facility.
1.38 *Sufficient hime Movefl means wind speed that is (1) equal to or gr€at€r than the generation
unit's manufacturer-specified minimum levels required for the geire,ration unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum lwels at
which the generation unit can safely produce energy.
1.39 'Stdug_Energf' - All Net Energ5r produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.40 "Total Cost of the Facility''- The total cost of stnrctures, equipment and appurtenances.
I .41 "Wind Enetr!.y Productiotr Forecasf' - A forecast of energy deliveries fr,om this Facility providod
by an Idaho Powsr administered wind forecasting model. The Facility shall be responsible for an
allocated portion ofthe total costs ofthe forecasting model as specified in Appe,ndix E.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investisation - Seller warrants and represeirts to ldaho Power that in entering
into this Agleem€nt and the undertaking by Seller of the obligations set forth h€rein, Seller has
investigatod and determined that it is capable of performing herermder and has not relied upon
the advice, experieirce or expertise of ldaho Power in connection with the transactions
conte,mplated by this Agreement.
2.2 Seller Indepe'ndeirt Exeerts - All professionals or experts including, but not limited to, e,ngineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have bee,n solely those of Seller.
.ARTICLE III: WARRANTIES
3.1 No Warranty by Idaho Power - Any review, acceptance or failure to rcview Seller's design,
specifications, equipme,nt or facilities shall not be an e,ndorse,ment or a confirmation by Idaho
-6-
tuU20to
3.2
Power and Idaho Power makes no warranties, exprcssed or implied, regarding any aspect of
Seller's desigq specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, streirgth, €peity, adequacy or economic feasibility.
Oualifrins Facilitv Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is usod and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
st€ps as may be required to maintain the Facility's Quali&ing Facility stattrs during the term of
this Agreemeirt and Seller's failure to maintain Quali&ing Facility status will be a Material
Breach ofthis Agreeinent. Idaho Power rcs€rves the right to review the Facility's Quali$ing
Facility status and associated support and compliance documeirts at anytime during the term of
this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF EMRGY
Priorto the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy fromthe Sellerunderthis Agreement, Seller shall:
4.1.1 Submit proof to ldaho Power that all licenscs, permits or approvals nocessary for Seller's
operations have been obtained from applicable federal, stde or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 CFR 292.201 ea
seq. as a certified Qualiffing Facility.
4.1.2 Ooinion 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 and approvals as s€t forth in paragraph 4.1.1 above are legally
and validly issue4 are held in the name of the Seller and, based on a reasonable
independeirt review, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion lrtter. The Opinion [.etter will be in a form
acc€,ptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Powcr's aceep,tance of the
form will not be unreasonably withheld. The Opinion Letter will be governed by and
4.t
-7-
tUU20t0
shall be interpreted in acco,rdance with the legal opinion accord of the American Bar
Association Section of Busincss Iaw (1991).
4.L.3 Initial Capacity Determination - Submit to Idaho Power such data as ldaho Powermay
reasonably rc.quire to perform the Initial Capacity Determination. Such data will include
but not b€ limited tq Namcplate Capacity, equipneirt spocifications, prime moverdata,
r€souroe characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessary, rcquest additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacrty specified in Appendix B of this Agreement and the
cumulative manufacture Nmcplate Capacity rating of the individual generation
units at this Facility is less than 10 MW. The Seller shall submit dctailcq
rnanufachrer, verifiable data of the Nameplate Capacrty ratings of the actual
individual generation units to be install€d at this Fac'ility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installd at this Facihty is less than l0 MW, it
will be deemed that the Seller has satisfied the Initial Capacity Determination for
this Facility.
4.L.4 Nameplate Capacity - Submit to ldaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacrty of each individual geoeration unit
that is included within this entire Facility. Upon receip of this data, Idaho Power shall
review the provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufac'turer's specified generation ratings for the specific generation
units.
4.1.5 Engineer's Certifications - Submit an executed Engineeds Certification of Design&
Construction Adequacy and an Engineeds Certification of Operations and Maintenaoce
(O&M) Policy as described in Commission Orrder No.21690. These certificates will be
-8-
tuU20L0
5.1
5.2
in the form specified in Ap,pcndix C but may be modified to the exteirt necessary to
recognize the different engine€ring disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article )iltr.
4.1.1 Interconnection - Pnovide written confirmation from ldaho Powcr's delivery business
udt that Seller has satisfied all interconnection require,ments.
4.1.8 Network Resource Designntion - The Seller's Facility has been designated as a network
resource capable of delivering firm energy up to the amouat of the Maximum Capacity.
4.1.9 Writteir Acceptance - Request and obtain written confirmation Aom Idaho Power that all
conditions to acceptance of energy have been fulfilld. Such written confirmation shall be
provided within a commercially r€asoruble time follonring the Seller's request aod will
not be uueasonably withheld by ldaho Power.
ARTICLE V: TERM A}'ID OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreemrent shall become effoctive
on the date first written and shall continue in full force and effcct for a period of 20 Contract
Years from the Operation Date.
OperationDate - The Operation Date rnay occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
beeir received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provid€ energ5/ in a consisten! reliable and safe menn€r.
d) Seller has requested an Operation Date from ldaho Power in a written format.
e) Seller has received writt€xl confirmation from Idaho Power of the Operation Date.
This oonfirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before5.3
-9-
tu,/20ro
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, desrgn and constnrction prccess that are not Force Majeure evc,nts accepted by both
Parties, shdl not prevent Delay Liquidated Damagps from being due and owing as calculatod in
accordance with this Agreement.
5.3.1 If the Operation Date occurs aftcr the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidatod Damages calculated at the end of each calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages arc equsl to ((Cun€ot month's Initial Ycar Net
Energy Amount as specified in paragraph 6.2.1 dividd by the number of days in
the curreirt month) multiplid by the number of days in the Delay Period in the
curr€,nt month) multiplied by the current month's Delay Price. ,
5.3.2 If the Operation Date doe not occur within ninety (90) days following the Scheduled
Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacitybeing measured in kW.
If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled
Operation Date, such failure will be a Material Breach and Idaho Power may terminate this
at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those calculated in 5.3.1 and 5.3.2 will be cdculated and payable using the
Delay Liquidated Damage calculation described in 5.3.1 above for all days exceeding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach on
Idaho Power terminates this Agroement.
Seller shall pay ldaho Power any calculated Delay Liquidated Damages within 7 days of whe,n
Idaho Power calculates and presents any Delay Liquidatd Damages billing$ to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
5.5
-10-
tUt/2010
5.6
5.7
Agreement and Idaho Power shall draw funds frrom the Delay Security provided by the Seller in
an a^mormt equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incru &re to dclay in the Facility
achiwing the Operation Date on or before the Scheduled Opcration Date would be difficult or
impossible to predict with certainty, md that the Delay Liquidated Damages are an apprropriatc
approximation of such damages.
Priorto the Sellerexecuting this Agreement, the Scller shall have ageed to and executed a [rtter
of Understanding with Idaho Power rhat contains at minimum the foltowing requirements:
a) Seller has filed for interconnection and is in compliance with all payments
and rcquircments of the interconnection process
Seller has received and accepted an interconnection systcm impact study for
this Facility.
Seller has provided all information required to enable ldaho Power to file an
initial transmission capacity request.
Results of the initial tranmission capaclty request are known and acceptable
to the Seller.
e) Seller acknowledges responsibility for all interconnection oosts and ary costs
associated with acquiring adequate firm transmission capacity to enable the
project to be classified as ao Idaho Power designated firm nstwork resourre.
D If the Facility is located outside of the Idaho Power service temitory, in
addition to the above requirements, the Seller must provide evidenc,e that the
Seller has acquired firm transmission capacity from all requfued transmitting
entities to deliver the Facility's ener$/ to an acceptable point of deliv€ry on
the Idaho Power electrical system.
Within thirty (30) days of the date of a final non-appealable Commission Ordcr as sp€cified in
Article XXI approving this Agree,ment; Seller shall post liquid security ("Delay Securitf) in a
form as described in Appeirdix D equal to or exceeding the amount calculated in paragraph 5.8.1.
b)
c)
d)
5.8
-1l-
lrlu20t0
Failure to post this Delay Security in the time specified above will be a Material Breach of this
Agreement and Idaho Power may tenninate this Agreement.
5.8.1 Delay Security The greater of forty five ($a5) multiplied by the Maximum Capacity with
the Maximum Capacrty being measured in kW or the sum of three month's estimated
revenue. Where the estimated three months of reve,nue is the estimated revcnue
associated with the first thee full months following the estimated Scheduled Opemtion
Date, the estimated kWh of energy production as specified in paragraph 6.2.1 for those
tlree months multiplied by the All Hours Energy Price spocifiod in paragrryh 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides ldaho Power with certification that (l) a
generation interconnection agrce,ment specifring a schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has boen completed and the Seller has paid all rquired interconnection
costs or (2) a generation interconnection agree,ment is substantidly complete and
all material costs ofinterconnection have be€o id€ntified and agreod upon and
the Seller is in compliance with all terms and conditions of the generation
interconnection agreement, the Delay Security calculated in accordance with
paragaph 5.8.1 will be redrced by ten perce,nt (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Socurity as specified
in paragraph 5.8.1.1 and subsoquently (l) at Seller's r€quest, the ge,neration
interconnection agreement specified in paragraph 5.8.1.1 is revisd and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date, or (2) if the Seller does not maintain compliance with the generation
interconnection agre€ment, the full amount of the flelay Security as calculated in
paragaph 5.8.1 will be subjoct to reinstateme,nt and will be due and owing within
5 business days from the date ldaho Power rcquests reinstatemcnt. Failure to
timely reinstate the Delay Security will be a Material Breach ofthis Agreement.
-12-
tuU20t0
6.1
5.8.2 Idaho Power shall release any remaining security posted hereunder after all
calculated Delay Liquidated Damages are pard in full to Idaho Power and the
earlier of: l) 30 days after the Operation Date has boen achieve4 or 2) 60 days
afterthe Agreement has been terminated.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Deliverv and Acceptanc€ of Net Energy - Except when either Party's performance is excused as
provided hereiru Idaho Power will purchase and Seller will sell all of the Net Enerry to Idatro
Power at the Point of Delivery. All Inadvertent Enerry produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energr and/or Inadvertent Energr produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Ma,ximum Capacity Amount.
Net Enercy Amounts - Seller intends to produce and deliver Net Energt in the following monthly
amounts. These amormts shall be consistent with the Mechanical Availability Guamntee.
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
March
April
May
July
August
November
December
kwh
4,144,000
4,150,000
4,853,000
3,482,000
3,876,000
4,464,000
5,156,000
Season I
Season 2
Jue 4,261,000
September 5,218,000
Season 3 October 6,077,000January 3,362,000
February 3,773,000
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energt in any
Contact Year in an amount equal to at least ten percent (10%o) of the sum of the Initial Year
Monthly Net Energr Amounts as specified in paragraph 6.2 shall constitute an event of default.
-13-
tuu20t0
Mechanical Availability Guarantee - After the Operatiooal Date has be€n established, the Facility
shall achieve x minimum monthly Mechaoical Availability of 85o/o for the Facility for each month
during the full term of this Agree,ment (the 'Mechanical Availability Guarantee'). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Powercalculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Production and Availability
Report (Appendix A), the Seller shall provide and certiff the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of all
information used to calsulate the Calcul*ed Net Enerry Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure ev€ots, (c) wind speods and the impact
on ge,neration ouQut, and (c) scheduled maintenance and Station Use information.
6.4.2 The Seller shall maintain and rraain for three years detailed dosumentation stryporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall fosvs the right to review and audit the documentation zupporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 p€rcent of the month's Calculated Net Energy AmounD minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
€nergf payment. If an unpaid balance remaim after the damages arc offset roainst the
eNrergy payment, the Seller shall pay in full the re,maining balance within 30 days of the
date of the invoice.
-14-
tUU20to
7.1
ARTICLE VIL PIJRCIIASE PRICE A}.ID METHOD OF PAYMENT
Heavy Ioad Purchase hice - For all Net Enerry received dtring Healy Load Hours,
Idaho Power will pay the non-levelized eneqgy price in aocordance with Commission Onder
31025 adjusted in accordance with Commission Orrder 30415 for Healry lnad Hour Energ5t
deliveries, adjustd in accordance with Commission Order 30488 for the wind fufegration charge,
and with seasonalization facton applied:
Season I -(73.50Yo)
Mills&Wh
40.52
42.80
45.32
47.7t
50.29
53.0s
54.&
56.20
57.90
59.57
6t.29
63.33
65.46
67.67
69.97
72.3s
74.38
76.62
7E.96
81.38
83.87
87.22
90.15
93.t9
Season 2 - (120.00 oA Season 3 - (100.00 %o)
MilM(Wh Mills&WhYear
2010
20ll
2012
2013
20t4
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
66.15
69.87
74.00
78.18
82.74
87.@
90.,16
93.23
96.25
99.2r
t02.27
10s.90
t@.67
113.59
tt7.6
t2t.90
125.49
t29.20
133.03
136.97
141.04
146.51
151.30
t56.26
55.12
58.24
61.66
e.92
68.42
72.t7
74.34
76.61
79.12
81.59
84.14
87.t6
90.31
93.57
96.97
100.50
103.49
106.s8
1o9.77
113.06
tl6.45
121.01
r2s.00
129.13
7.2 Light Ioad Purchase Price - For all Net Energy received during Light Load Houts, ldaho Power
will pay the non-levelized energr price in accordance with Commission Orrder 31025 adjusted in
accordance with Commission Order 3M15 for Light Load Hotr Energy deliveries, adjusted in
accordance with Commission Orrder 30488 for the wind integfation charge, aud with
-15-
tvU20to
s€asonalization factors applied:
Season l -Q3.50Yo)
Year Mills&Wh
Season2-(120.WY4
Mills&Wh
58.11
61.84
65.95
69.86
74.06
78.91
81.73
84.50
87.51
90.47
93.53
97.t6
100.93
104.85
108.92
I 13.16
1t6.76
120.47
124.29
128.24
132.31
t37.77
142.56
147.52
Season3-(100.00%o)
Mills/kwh
48.42
51.54
s4.96
58.22
61.72
65.48
67.@
69.76
72.07
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.21
99.30
to2.49
r05.78
109.17
t13.73
117.72
121.85
2010
20ll
20t2
2013
20t4
2015
2016
2017
2018
20t9
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2010
201 1
2012
2013
2014
2015
35.59
37.88
40.40
42.79
45.37
48.13
49.72
51.28
52.97
54.65
56.37
58.41
60.54
62.74
65.04
67.43
69.45
71.55
73.70
76.03
78.52
81.87
84.80
87.84
38.33
40.61
43.r3
45.52
48.10
50.86
62.57
66.30
70.42
74.33
78.85
83.75
52.14
55.26
58.68
61.93
65.M
69.19
7.3 All Hours Enerey Price - The price to be usod in the calculation of the Surplus Energy Prie and
Delay Price sball be the non-lwelized ercrgy price in accordance with Commission Orrdcr 31025
adjusted in accordance with Commission Order 30488 for the wind integration charge, and with
seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.N yo) Season 3 - (l@.00 7o)
Year Mills/kWh Mills/kwh Mills/kWh
-16-
tyU20t0
20t6
20t7
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
52.45
54.01
55.71
57.37
59.10
61.14
63.27
65.48
67.78
70.16
72.18
74.28
76.58
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
95.32
98.38
102.01
105.78
1@.70
Lt3.1',t
118.01
121.60
t25.3t
129.14
133.09
137.t6
t42.62
t47.41
152.37
71.36
73.48
75.88
78.3s
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.35
106.53
109.82
tL3.2t
1t7.77
121.76
125.89
7A
7.5
Surplus Enersy Price - For all Surplus Energy, Idaho Power shall pay [s the Seller the curr€nt
month's Ma*et Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.
Inadvertent Enerey-
7.5.1 Inadverteirt Energy is electic €,neqgy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in whichthe energy was delivered-
(For example January contains 744 hours. 744 hours times 10,000 kW = 7,{46,669
kWh. Enetgy delivered in January in excess of 7,44O,000 kWh in this example
would be Inadverteirt Energ5r.)
7.5.2 Although Seller inteirds to design and orperate the Facility to ge,nerate no more than
l0 average MW and th€refore does not intend to ge,lrerate Inadvertent Energ;r,
Idaho Power will accept Inadvertent Energy that does not exceed the Maximum
Capacity Amount but will not purcbase orpay for Inadverteirt Energy.
Palment Due Date - Undisputed Energy paym€ots, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described ia App€rdix E and any other paynents due Idaho
'17' fiNzoto
7.6
7.7
Power, will be disbursod to the Seller within 30 days of the date which ldaho Power rpceives and
accepts the documeirtation of the monthly Mechanical Available Guarantee and the Na Enerpr
actually delivered to ldaho Power as specified in Appendix A.
Continuine Jurisdiction of the Commission.This Agree,ment is a special contract an{ as such, the
rates, t€rms and conditions contained in this Agreement will be construed in accordance with
Idaho Powcr Company v. Idaho Public Utilities Commission and Afton Enersv. [nc., 107 Idaho
781,693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission 107
Idaho I 122,695 P.2d 1 261 (1985), Afton Energy. Inc. v. Idaho Power Comoany. I I I ldaho 925,
729 P.2d400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE Mtr: ET.IVIRONMENTAL ATTRIBUTES
8.1 Seller r€tains ownership under this Agreement of Gree,n Tags and Renewable Energy Certificates
(RECs), or the equirrale,nt eirvironmental attributes, directly associated with the production of
energy from the Seller's Facility sold to Idaho Power.
ARTICLE D(: FACILITY A}.ID INTERCONNECTION
Desinur of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of flelivery for the full
term of the Agrecment.
lnterconnection Facilities - Except as specifically provided for in this Agreemeirt, the required
lnterconnection Facilities will be in accordance with Schedule 72,the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipme,nt as
specified in Schedule 72 ardthe Generation Interconnectiou Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and mainteaance expens€s.
9.1
9.2
-18-
LUU20tO
ARTICLE X: METERING A}.{D TELEMETRY
10.1 Metering - Idaho Power shall, forthe account of Seller, provide install, and maintain Met€ring
and Telemetry Equipment to be located at a mutually agreed upon location to record andmeastre
power flows to Idaho Power in accordance with this Agree,ment and Schedule 72. T\e Metering
Equipment wi[ be at the location and the qrpe requiredto measur€, record and re,port the
Facility's Net Energy, Station Use, Inadvertent EnergSr and maximum energy deliveries (kW) at
the Point of Dclivery in a manner to p,rovide ldaho Power adequate €n€,[S/ measurement data to
administer this Agreement and to integrate this Facility's energy production into the Idaho Power
elec{rical system.
L0.2 Telemetry - Idaho Power will install, operate and maintain at Selleds expense metcring,
communications and tel€metry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Selleds Net Energy and Inadvertent Energy produced and
delivercd to the Idaho Power Point of Delivery to Idaho Poweds Designated Dispatch Facility.
ARTICLE XI. RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energr, Station Use, Inadvcrtent Encrgy
and maximum geireration (kW) reoords in a form and conte,nt acceptable to Idaho Power.
Inspection - Either Party, after reasonable notice to the other Parry, sheU have the right" during
normal business hours, to inspect and audit any or all generatio,tt, Net Eneqgy, Station Use,
Inadvertent Eneqgy and maximum geireration (kW) records pertaining to the Selleds Facility.
ARTICLE XII: OPERATIONS
l2.L Communicatiors - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordancc with
Appendix A of this Agreement.
12.2 EnerryAcceotance-
t1.l
tt.2
-19-
tUy20t0
12.2.1 Idaho Power shall be excused frrom accepting and paylng for Net Energy or accepting
Inadverteut Energy which would have other$,ise been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented from doing so by an
event of Force Majeure, Forced Outage or temporary disconnection of the Facility in
accordance with Schedule 72. lf, for reasons other than an event of Forpc Majeure or a
Forced Outage, a t€mporary disconnection under Schedule 72 exceeds twenty (20) days,
Ueginning with the twcnty-first day of such intemrption, curtaitneirt or reductiom, Seller
will be decmod to be delivering Net Energy at a rate equivalent to the pro rata daily
average of the amounts specified forthe applicable month in paragraph 6.2. Idaho Power
will notiff Seller wheo the intemrption, curtaihneot or reduction is terminated.
12.2.2 Ifi, in the reasonable o,pinion of Idaho Power, Selle,fs operation of the Facility or
Inte,rconnection Facilities is unsafe or may otherwise adversely affect Idaho Poweds
equipment, personnel or senrice to its custometr, Idaho Power may temporarily
disconnwt the Faeility from Idaho Power's transmission/distribution system as specified
within Schedule 72 or take such other reasonable steps as ldaho Power de€ms
appropriate.
12.2.3 Under no circumstances will the Seller deliver Na Energy and/or lnadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Ma:rimtrm
Capacity Amouat at any moment in time. Seller's failure to limit deliveries to the
r Maximum Capacity Amount will be a Material Breach of this Agreemeirt.
12.2.4 If Idaho Power is unable to accept the energy fr,om this Facility and is not excusod from
accepting the Facility's €o€(gy, Idaho Power's damages shall be limitod to only the value
of the estimated elre(gy that ldaho Power was unable to accept. Idaho Power will have
no responsibility to pay for any other costs, lost reveoue or consequential demages the
Facility may incur.
12.3 Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written propod maintqusc€ schedule of significant Facility maintenance for that calendar year
-20-
tUv20to
12.5
t2.4
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schcdule.
The Parties determination as to the acceptability of the Seller's timdable for scheduled
maintenance will take into considemation Prudent Electrical Practices, Idaho Power syst€,m
requirements and the Seller's prefend schedule. Neither Party shall unreasonably withhold
acccptance of the pro,posed oainteoance schedule.
Mainteirance Coordination - The Seller and Idaho Power shall, to the exteirt practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
Contact Priorto Curtaitment - Idaho Power will make a reasonable atte,mpt to contact the Seller
pnor to exercising its rights to intemrpt interconnection or curtail dcliverics ftom the Seller's
Facility. Seller understands that in the case of emergency cirsumstances, rcal time operations of
thc electrical system, and/orpplanncd eveirts ldaho Power may not bc able to ptovide notice to
the Seller prior to interruption, curtailment, or reduction of electrical €,n€rgy deliveries to
Idaho Power.
ARTICLE XItr: INDEMNIFICATION A}.{D INSI.]RANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to inde,mniff the other Party, its
offic€rs, agents, affiliates, subsidiaries, par€,nt company and employees against all loss, damage,
expens€ and liability to third persoDs for injury to or death of person or injury to prcperty,
proximately caused by the indonniffing Party's (a) construction, ownership, operation or
mainte,lrance of, or by failure oq any of such Party's works or facilities used in connection with
this Agroe,meirt or (b) negligent or inteirtional acts, errors or omissions. The indemnifung Party
shall, on the other Party's request, defend any suit asserting a claim covered by this ind€mnity.
The indemni&ing Party shall pay all documented costs, including reasonable attomey fe€s that
may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agrecment, Seller shall s@urr and continuously carry the
following insurance coverage :
13.2.1 Comprehensive Ge'neral Liability Insurance for both bodily injury and property damage
-21-
tUu20t0
13.4
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistcnt with current Insurance Industry Utility practices for
similar property.
13.2.2 The above insurance ooverage shall be placed with an insurance company with an AM.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insurEd and loss payee as
applicable; and
O) A provision stating that such policy shall not be canceled or thc limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Pr,ovide Certificate of Insurance - As r€quir€d in paragraph 4.1.6 h€rein and aonually
thercafter, Seller shall firnish Idaho Power a certificate of insurance, together with the
e,ndorseme,nts required therein, evidencing the coverage as set forth above.
Seller to Noti$ Idaho Power of Loss of Coverace - If the insurance coverage required by
pamgaph 13.2 shall lapse for any reason, Seller will immediately notiff Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
r€place the coverage will constitute a Material Breach of this Agroemelrt.
ARTICLE XIV: FORCE MAIEURE
As used in this Agreement, 'oForre Majeure" or 'oan event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exer',cise of due dilige'lrce,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, ac'ts of
God, fire, floo{ storms, wa$i, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epide,nrics, sabotage, or changes in law or regulation occtrring after
thc Effoctive Date, which" by the excrcisc of rcasonable foresight zuch party could not reasonaUty
have been expected to avoid and by the exercise of due diligence, it sball be unable to overcome.
If either Party is rend€red wholly or in part unable to perform its obligations und€r this
t4.t
-22-
tuu20t0
Agreement because of an event of Force Majeire, both Parties shall be excused from whatever
pcrformance is affected by the event of Force ldajeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
oocrur€ilrce of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scorpe and of no longer
duration than is required by the eveirt of Force Majeure.
No obligations of either Party which arose before the occurr€nce causing the
suspension of performance and which could and should have been fully
performed before such occurence sha[ be excused as a result of such
occulf,Enge.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. Nothing in this Agroement shell be constnred to cr€ate any duty to, any
standard of care with refereirce to, or any liability to any persou not a Party ts tlhfu Agre€,meot.
Neither party shall bc liable to the other for any hdfuEct, special, consequeirtial, nor punitive
dnmages, except as expressly authorized by this Agle€ment.
Dedication. No undertaking by one Party to the other under any provision of this Agreeme,nt
shall constitute the dedication ofthat Party's system or any portion thereofto the Party or the
public or affect the status of Idaho Power as an inde,peirdent public utility corpordion or Seller as
an independort individual or enttty.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically statd in this Agreement to be otherwise, the duties, obligations aod
liabilities of the Parties are intended to be sweral and not joint or collective. Nothing contained
in this Agreement shall ever be constnred to crcate an association, tnrst, partnership orjoint
ve,nture or impose a tnrst or parhership duty, obligation or liability on or with regad to either
Pafiy. Each Party shall be individually and severally liable for its own obligations under this'23'
rurtzoro
Q)
(3)
l5.l
15.2
16.1
l7.l
Agree,ment.
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default uuder this Agrecmeirt
or with respect to any other matters arising in connection with this Agrwment shall not be
deemed a waiver with rcspect to any subsequent default or other matter.
ARTICLE XVItr: CHOICE OF LAWS A}.ID VENT.JE
This Agreement shall be constnred and int€rprctod in accordance with the laws of the State of
Idaho without refercnce to its choioe of law provisions.
Veirue 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 DEFAI]LT
Disputes - All disputee related to or arising rmder this Agre€mcnt, including but not limited to,
the interpretation of the terms and conditions of this Agree,ment, will be submitted to the
Commission for resolution.
19.2 Noticc of Default
19.2.L Defaults. If either Party fails to perform any of the terms or conditions of this
r8.l
18.2
t9.l
Agreement (an "went of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, spociffing the manner in which such
default occurred. If the defaulting Party shall ftil to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party neasonably
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 dilige,ntly
punnre such cure, then, the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable rcmedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply19.2.2
-24-
tvU20to
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occlulerce of the breach.
19.3 Security for Pcrformance - Prior to the Operation Date and thercafter for the full term of this
Agree,ment, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may onlv be ctued by
Seller supplying evideircc that the required insurance coverage has been replaced or
reinstated;
19.3.2 Engineer's Certifications - Every tbroe (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) fiom 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 ao eveNrt of default. Such a default
may only be cured by Seller providing the required certificate; and
19.3.3 Licenses and Permits - During the full term of this Agreemcnt, Seller shall maiilain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or liceirses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to pmvide
the documentatim required by this paragrapb, such failure will be an ev€,lrt of default
and may only be cured by Seller submitting to ldaho Power evideirce of compliance
fromthe agency.
ARTICLE XX: GOVERNMENTAL AUTTIORZATION
This Agreement is zubjec't to the juisdiction of those governmental agcncies having contnol over
either Party of this Agreement.
20.1
-25-
tUU20t0
2t.1,
ARTICLE XXI: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudeirtly incurred expcnses for rate,making purposcs.
ARTICLE )O(IT SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions he,reof sball be binding upon and inure to the
beirefit of the respoctive successors and assigns of the Parties h€reto, exc€,pt that no assignment
hEreof by either Party shall become effective without the written conseirt of both Parties being
first obtaioed. Suoh cons€nt shall not be unreasonably withheld. Notwithsanding the foregoing,
any party which ldaho Power may consolidate, or into which it may m€rge, or to which it may
convey or hansfer substantially all of its electric utility assets, shall automatically, without further
acl and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreemeirt. 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 €Nltity that it is
exercising such rights or rcmedies.
ARTICLE )Oiltr: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and zubsequently approved by the Commission.
ARTICLEXXIV: TAXES
Each Party shall pay before delinquency all taxes and other goveinmental charges which, if failed
to be paid whe,n due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE )Oil/: NOTICES
All written notices under this Agreement shall be dirccted as follows and shall be considered
-26-
lllU20to
22.1
23.1
24.1
25.1
delivered wheir faxe4 e-mailed and confirmed with deposit in the U.S. Mail, fiEt-class, postage
prepaid, as follows:
To Seller:
Oriqinal docum€nt to:
Hammett Hill windfafm, LLc
Attention: Maurice Miller, Authorired Mmager
3145 GearyBlvd.,#723
San Francisco, CA 94118
E-mail: mauri@e,nvisionwind.com
To IdahoPowen
Orisinal docum€Nrt to:
Vice President, Pow€r Supply
Idaho Powcr Company
PO Box 70
Boise,Idaho 83707
Email : [e-mail]
Cqpyof document to:
Cogeneration and Small Powcr Pr,o&rction
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail: [e-mail]
Either Puty may change the contact p€rson and/or address information listed above, by providing written
notice from an authorized person represeirting the Party.
ARTICLE XXVI: ADDITIONAL TERMS A}ID CONDITIONS
This Agreemcnt includes the following appe,ndices, which are attached hereto and included by
refere,nce:
26.1
AppendixA
AppendixB
Appendix C
AppendixD
Appendix E
Monthly Power Production and Availability Report
Facility and Point of flelivery
Engineer' s Certifi cations
Forms of Liquid Security
Wind Energy Production Forecasting
a7-
tUu20to
27.1
ARTICLE XXVtr: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agree,me,nt shall a61 affect the
\xalidity or enforceability of any other terms or provisions and this Agreement shall bc constnred
in all other respects as if the invalid or uncnforceable term or provision were omitted.
ARTICLE )O(VItr: COI.JNTERPARTS
This Agreement may be executod in two or mor€ count€rparts, each of which shall be dee,med an
original but all of whichtogether shall constitute one mdthe same instnrm€Nrt.
ARTTCLE )O(D(: ENllBE AGREEMENT
This Agreeinent constitutes the entire Agreement of the Parties conceming the subject matter
hereof and zupcrsedes all prior or conte,mporaneous oral or written agree,ments betweeir the
Parties concerning the subject matter hereof.
IN WTINESS WHEREOF, The Parties hercto have caused this fureement to bc executed
in their respective names on the dates set forth below:
Idaho Power Company Hammstt Hill Windfrrm- LLC
28.1
29.1
Bv
frsp L!-ynt -uG,,=*i
=
Sr. Vice Presidotg Power Supply
"'* ll lz lo Dated
Authorizcd Managcr
/,/-z-zc/o
"Idaho Power"
-28-
'Selled'
tuu20to
APPENDX A
A-l MONTIILY POWER PRODUCTION A}.ID AVAILABILITY REPORT
At the end of each month the following required documentation will be submittedto:
Idaho PowerCompany
Attn: Cogeneration and Small PowerProduction
PO Box 70
Boise, Idaho 83707
The maer readings required on this rcport will bc the readings on the Idaho Pon er Mctcr Equipment
measuring the Facility's total eneryy production delivered to Idaho Power and Station Usage and the
maximum generated €nergf (kW) as rocorded on theMetering Equipment and/orany otherrequfued
energy measureinents to adequately administer this Agrccment. This document shall be the documeirt to
cnable Idaho Power to begin the energ5r paym€nt calculation and payment p(rcess. The meter readings
on this r€port shall not be usd to calculate the actual paym.en! but instead will be a check of the
automated meter reading information that will be gathcred as desoibed in it€m A-2 bclow:
This report shall also include the Seller's calculation of the Mechanical A\/ailability.
-29-
tUU20to
ProJect Name
Addrerr
Clty
Ideho Power Company
Cogeneration and Smrll Power Production
MONTELY POWER PRODUCTION AIID AVAILABILITY REPIORT
Month Yeer
Proiect Number:
PhoneNumbcr:
Strte Zip
Net Feclllty Strtion Stadon
Output Usase Usree
Meter Number:
Metered
MrdmunGclcndon
kw
NetGeneredon
End of Month kIYh Meter Rer.llng:
Begindng of Month kTVh Meter:
Difference:
Timec Meter Constant:
kTYh for the Month:
Metered lhmand:
Mcchanlcal Avdl$llltv Guerantee
Scller Celcuhtcd Mechrnicd Avdhbllty
Ar rycclfied in thtc Agreement, the Scller rhdl include with this monthly report r runmlry sartcment of the
Mechenlcel Avrllrblltty of thls Feclllty for the cdender month. Thfu rummrry chdl lnclude detrlb er to how
the Sdler calculeted thlr vdue and rummrry of the tr'ecility drta uccd ln the cdculrdon. Ideho Power md
the Seller ghdl work together to mutudly dcvelop r rnmm.r] report thet providcr thc requftcd dete. Ideho
Power retcrret the rtght to review the detalled date usod in rhif cdcuhdon es dlowcd wtthtn the Agreement
Signeture Dete
-30-
tt/il201o
A-2 AIJTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equiprmeirt and processes to collect
the meterreading information ftrom the Idaho Powerprovidod Metering Equipment that measures the Net
Enerry and energy delivered to supply Staion Use for the Facility recorded at 12:00 AId (Midoight) of
the last day of the month..
The meter information collectod will include but not be limited to enerry production, Station Use, the
maximum generated power (kW) andany other requirod energy measuremcnts to adequately administer
this Agreement.
A-3 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy hoduc'tion Reoortins
Call daily by 10 a.m., 1-800-3564328 or l-800{35-1093 and learrc the following
information:
o Project Identification - Project Name and Project Numbero CumentMeterReading
: fftffi:*ffiHfftlffH::ffi,r,
Planned and Unplanned Projec-t outaees
Call 1-800-345-1319 and leave the following information:
o Project Identification - Pnoject Name and Project Numbero Approximarc time outage occurred
Estimated day and time of project coming back online
Seller's Contast Information
24-Hour Projoct Operational Contact
Name: Gleirn Ikemoto
TelephoneNumbec 510655-7600CellPhonq 510384-0671
Projec.t On-sit€ Contact information
Telcphone Number:
-31-
tUv20to
B-1
APPENDX B
FACILITY AND POINT OF DELIVERY
Project Name: Hammett Hill Windfarm
Pnoject Numbec 216151,25
DESCRIPTION OF FACILITY
(Must incfude the Nmteplau Capcig rating and
generationwits to betucludd inthe Facilw)
YAR capbility (both leding and laging) of all
The Facility will be comprised of approximately l0 wind turbines with a cumulative nameplate
rating that will not exceed the Maximum Capacity Amount as specified in item B-4 and not less
then 18 MW. At the time this Agree,ment was cxecuted selection of the tubine manufacturer
had not been finalized by the Seller. No later thao 60 days prior to the Facility achieving its First
Enerry Date, the Seller shall provide Idaho Power a precise, detaild description of the wind
turbines selected and quantity. The Facility is cunurtly considcring use of up to 11 REpower
MM92 wind turbines (Nameplate Capacity rating up to 2.05Mwturbine 0.95 lead/0.95 lag
pow€r factor), or up to 10 Siemens S'!V l0l wind turbines (Nameplate Capactty rating up to
2.30MWturbine, 0.90 lead/0.90 lag power factor), or other wind turbine models.
LOCATION OF FACILITY
Near: MountainHomg ID
T5S R8E SEC l, ll,12
County: Elmore,ID.
Description of Interconnection Location: The Facility will intercomect to the Idaho Power
transmission syst€m at230 kV with a t4 at T4S, R9E, SEC 21, ELnore County, ID, or other
location specified in the interrconnection agreement.
Nearest Idaho Power Substation: Kine Substation Elmore County. ID
-32-
tvu20ro
B-3 SCHEDULED FIRST ENERGY AI{D OPERATION DATE
Seller has selectod December 31. 201I as the Scheduled First Energy Date.
Seller has selected Decembcr 31. 2012 as the Scheduled Opcration Date.
fu 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 Opcration Date.
MAKMI,JM CAPACITY AMOUNT:
This ralue will be 23 lvtW which is consisent with the value provided by the Seller to Idaho
Power in accordance with Schedule 72.'I\isvalue is the maximum euo:gy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power elechical system at any moment in
time.
At the time this Agreement was executed the Seller had roqucted only 20 MW of capacity in the
interconnection and transmission capacity prosess. Prior to the p,roject delivering cnergy that
exceeds 20 MW, the Seller must reguest and be grant€d additional capacity up to but not
exceoding 3 MW in both interconnection and transmission capaclty by Idaho Power. The Seller
must make this additional capacity rcquest using the routine Idaho Power interconnection aod
transmission capacity prccess and shall be responsible for all costs associated with this additional
capacity rcquest. Under no circurnstances will the Nameplate Capacity of this Facility exceed
23 MW. If the installed capacrty is less than the Maximum Capacity Amount at the elrd of the
first Contract Year, the Maximum Capacrty Amount will be adjustd downward to reflect the
acttul nameplate rating of the wind turbines installd. This revisod Morimtrm Capacity Amount
will their remain in effect for the rcmaining te,m of this Agrccmcnt.
POINTOFDELIVERY
'Point of Delivery" means, unless othe,nvise ageed by both Parties, the point of where the Sellers
Facility's €nergy is delivered to the ldaho Power electrical system. Schedule 72 wiU determine
B4
B-5
-33-
tU,/20to
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedute 72
will become an integral part ofthis Agreeme,nt.
B{ LOSSES
If the ldaho Power Metering equipme,ot is capable of measuing the exact €Nr€rry deliveries by the
Seller to the Idaho Power electrical syste,m 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 energlt
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 get at 2o/o of the
kWh energy production recorded on the Facility ge,neration metering equipme,nt. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
spocifications, conductor sizes, ac.) of all of the electrical equipment between the Facility and the
Idaho Power elechical system, Idaho Power will configrre a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh l.osses for the rcmaining term of the
Agroement. 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 betweeir the Facility and the Idaho Power electrical syst€m, Idaho Power may adjust
the calculation and retnoactively adjust the previous months kWh loss cdculations.
B:I METERING A}.ID TELEMETRY
Schedule 72 wtll determine the specific metering and telemetry require,ments for this Facility. At
1foe minimum, the Metering Equipment and Telemetry equipment must be able to provide and
record hourly en€ryy delivcries to the Point of Delivery and any other eireqgy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipme,nt specifications, equipme,nt location, Idaho Power provided equipment, Seller prcvided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment. Seller will arange for and make available at Selleds cost
-34-
tUy20to
commudcation circuit(s) compatible with Idaho Power's communications equipment and
dedicated to ldaho Poweds use terminating at the ldaho Power facilities capable of providing
Idaho Power with continuous instantaoeous information on the Facilities energy production.
Idaho Power providd equipment will be owned and maintained by Idaho Power, with total cost
of purchase, installation, operation, and maintenance, including ndministative cost to be
reimbursd to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 afi, the total metering cost will be included in the calcul*ion of the Monthly
Operation and Maintenance Charges specifid in Schedule 72.
B.8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for ge,neration from this Facility uutil a Network Resource
Designation ("NRD') application has been accepted by Idaho Power's delivery business unit.
Fed€ral Encrgy Regulatory Commission ('T'ERC') rules require Idaho Power to prepare and
submit the NRD. Bocause much of the information Idaho Power needs to pr€pane the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely manner is
contingent upon timely receipt of the required information from the Sella. Prior to Idaho Power
beginning the process to enable ldaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all requirements as specified in Paragraph 5.7 of this Agreeineirt.
Scllerts failure to pnovide complete and eccurete infometion in e t'nely mtnner cin
significautly impact Idaho Power's ability and cost to rttain the IYRD designafion for the
Seller'c Feclltty and the Seller shell beer the coats ofeny ofthese delrys thet are e recuft of
eny action or inaction by the Seller.
-35-
tUu20t0
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
, hereinafter collectively referred to as "Engineer," hereby states aod certifies to the Seller
as follows:
l. That Engineer is a Licensed Professioual Engrne€r in gmd standing in the State of ldaho.
2. That Engincer has reviewed the Energy Sales Agreement, hereinafter "Agrccmcnt,' betwe€n
Idaho Power as Buyer, and
3. That the cogeneration or small pow€r production project which is the zubject of the
and this Statement is ide,ntified as IPCo Facility No.and is hereinafter referred to as
the uProject."
4. That the Project, which is commonly known as the Project" is located in
5. That Engineer necognizes that the Agreement provides for the Project to firnish electical eneryy
to Idaho Power for a . yearperiod.
6. Tbat Engineer has substantial expetieirce in the desiga constnrction and operation of electric
power plaots of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engneer of this Project.
8. That Engineer has reviewed and/or superuised the review of the Policy for Operation and
Maintenance ("O&M') for this Project and it is his professional opinion that, prcvid€d said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
-36-
turnorc
Project's producing at or near the design elec'trical output, efficiency and plant factor for a
-
ycar
p€riod.
9. That Engineer rccognizes that Idaho Power, in accordance with paragraph 5.2 of the Agre€,m€nt,
is relying on Engineeds reprcsentations and opinions conained inthis Stateme,nt.
10. That Engineer ertifies that the above sate,meNrts are complete, true and accurate to the best of his
knowledgc and therefore sets his/her hand and seal bclow.
(P.E. St80p)
Date
By
-37-
tvU20to
APPENDD( C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENA}.ICE
The undersigned on behalf of himselflherself
and he,reinafter collrctively referred to as "Enginocr," hcreby states aod
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engneer in good staoding in the State of ldaho.
2. That Eagineer has reviewed the Ene4g5l Sales Agreement, hereinafter "Agreemeirt," betwe€,n
Idaho Poweras Buyer, and as Seller, dated
3. That the cogeneration or small pow€r production project which is the subject of the Ageem€ot
and this State,ment is identified as IPCo Facility No.aad hereinafter referr€d to as thc
'?roject".
4. That the Projcct, which is commonly known as the Pnoject, is located in
Section _ Township Range , Boise Meridiil, _ County, Idaho.
5. That Engine€r recognizes that the Agreememt pnovides for the Project to fi.rnish electrical elr€rg;/
to Idaho Power for a year psriod.
6. That Engineer has substantial experience in the design, constnrction aud operation of electric
power plants of the same t)?e as this Prroject.
7. That Engineer has no economic relationship to the Design Engrnoer of this Project.
-38-
tUU20to
records since the last prwious certified inspection. It is Engineer's professional opinioq based on the
Project's appearaoce, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adhereirce to said O&Ivl Policy continues, the
Project will continue producing at or near its design electrical ou@ut" cfficiency and plant factor for the
remaining _ years of the Agreemeirt.
9. That Engineer recognizes that Idaho Pow€tr, in accordmce with paragraph 5.2 of the Agreemeirt,
is relying 61 F'ngineer's rc,pnesentations and opinions coatained in this State,ment.
10. That Engineer ccrtifies that the above statemeots are complete, tnre and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
(P.E. Stanp)
Date
By
-39-
rUll20to
APPENDD( C
ENGINEER'S CERTIFICATION
OF
DESTGN & CONSTRUCTTON ADEQUACY
The undersigned on behalf of himselflherself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
l. That Engineer is a Lice,nsed Pnofessional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Eneqgy Sales Agreement hereinafter "Agro€,m€,nt",
betwoeo Idaho Powsr as Buyer, and as Seller, dated
3. That the cogencation or small power produc,tion prcject,which is the zubject of the
and is hereinafterAgreement and this State,rnent, is identified as IPCo Facility No
referred to as the 'Project'.
4. That the Project, which is commonly known as the hoject, is located in
Soction _ Township _ Raoge Boise Meridian, _County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Ploject to firnish electrical
eirergy to Idaho Power for a year p€riod.
6. That Engineer has substantial experie,nce in the deip, construction and o,peration of
electric power plants of the same tlpe as this Project.
7. That Eogineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specificatio,ns independently.
8. That Engineer has reviewed the engineering design and construction of the Project"
including the civil work, electrical worlq generating equipneirt, prime mover conv€yance slctem, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
40-
tUU20t0
9. That the Proje{t has be€n oonstructed in accordance with said plans and specifications, all
applicable codes and consistent with Prud€Nrt Electrical Practices as that term is describd in the
Agreement.
10. That the desip and constmction of the Project is zuch that with reasonable and prudeirt
operation and maintenance practices by Seller, the Prroject is capable of performing in accordance with the
terms ofthe Agree,ment and with Prudent Electrical Practices for a yearperiod.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agree'ment, in interconnecting the Project with its syst€q is relying sp Figrne€ds represeirtations and
opinions contained in this Stat€m€rf.
12. That Engine€,r certifies tlat ttre above state,ments axe complete, true and accuratc to the
best of his/her knowledge md therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
4t-
tuu20t0
APPENDD( D
FORMS OF LTQT,JID SECITRITY
The Seller shall provide Idaho Power with commercially reasonable security inshuments such as
Cash Escrow Security, Guarantee or [rtter of Credit as those tems ar€ defined below or other
forms of liquid ftnancial security that would provide readily anailable cash to Idaho Power to
satisff the Delay Security requirement and any other security require,ment within this Agreement.
For the purpose of this Ap,pendix D, the term'Credit Requireme,nts" shall mean acceptable
financial creditworthiness of the entity providing the security instnrment in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guaraotee and/or
letter of credit issued by any other entlty with a short-term or long-term investment grade credit
rating by Standad & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditrn orthiness.
l. Cash Escrow Security - Seller shall deposit fuods in ao escr)w acoount established by the
Seller in a banking institution aoceptable to both Parties equal to the Delay Security or any
other required security amount(s). The Seller shall be responsible for all costs, and receive
any interest eamed associated with establishing and maintaining ttre escrow accoun(s).
Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the Delay
Security or other requircd security amount(s): (a) a guaranty frrom a party that satisfics the Crodit
Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrevocable_Irtter of Credit
in a form acceptable to ldaho Power, in favor of Idaho Power. The Letter of Credit will be issued by a
financial institution acce,ptable to both parties. The Seller shall be responsible for all costs associated
with establishing 6d apfu6ining the Guarantds) or trtter(s) of Credit.
42-
tuU20t0
APPEI{DD( E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 3M88, Idaho Power shall make use of a Wind EnergSr Production
Forecasting model to forecast the e,nergy production from this Facility and otherQualifing Facility wind
geireration resources. Seller and Idaho Power will share the cost of Wind Energt Production Forecasting.
The Facility's share of Wind Energy Prroduction Forecasting is det€rmined as specified below. Sellers
share will not be greater than 0.1% of the total energy payments made to Seller by Idaho Power during the
previous Conhact Year.
a. For every month of this Agreeme,nt beginning with the first full month after the
First Enerry Date as specified in App€odix ofthis Agreeme,lrt, the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) will be due and payable
by the Seller. Any Wind Energ5r Pnoduction Forecasting Monthly Cost
Allocations (MCA) that are not reimbursed to Idaho Power shall be deduc'ted
from energy payments to the Seller.
o As the value of the 0.1% cap of the Facilities total e,nergy payments will not
be known until the first Contract Year is complete, at the e,nd of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refirndwill be included in egual monthly amounts overthe
ensuing Conhact Year. If thc Facility has not paid the monthly allocations
the amount due Idaho Power wi[ b€ adjusted accorrdingly and the unpaid
balance will be deducted from the ensuing Contract Year's en€ryy palmetrts.
b. During the first Contract Year, as thc value of the 0.17o cap of the Facilities total
ene(gy palments will not be known until the first Contact Year is complete,
43-
tUU20t0
Idaho Power will deduct the Facility's calculatod share of the Wind Energy
Pr,oduction Forecasting costs specified in item d each month during the first
Contract Year and srbsequently refrrnd any overpaynent (paym.eirts that exceed
the cap) in oqual monthly amounts overthe ensuing Contract Year.
The cost dlocation formula describd below will be reviewed and revised if
nooessary on the last day of any month in which the cumulative MW nameplate
of wind projects baving Q6mmis,sisn approved agreements to deliver e,nergy to
Idaho Power has be€n revised by an action of the Commission.
d. The monthly cost allocation will be based upon the following formula :
Where: Total MW ffltfi\Ml is equal to the total nameplate rating of all QF wind
pmjects that are under contract to provide eneryy to Idaho Power
Company.
Facilitv MW GMW) is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual Wind Enerw hoduclion Forecastine Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to prrcvide Wind Energy
Produc-tion Forecasting. Idaho Power will estimate the AFCost for the
current year based rpon the previous year's cost and expected costs for
the current year. At year-ql{ 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 Nlocrdon (ACA): AFCost X (Illf,W / TMW)
And
Monthly Cost Nlocadon (MCA) : ACA,I 12
The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due aod payable to Idaho Power. The MCA will fust be netted against any
monthly en€rgy palments owed to the Seller. If the netting of the MCA against4'
rutt2oro
the monthlyene4g5rpaymeirts results in abalance bcing due Idaho Power, thc
Facility shall pay thic amormt within 15 days of the date of th palmecrt invoicc.
45-
ryV20to
EXHIBIT 4
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWERCOMPANY
AI{D
MAINLINE WINDFARM, LLC
TABLE OF CONTENTS
Article TffLE
1 Definitions
2 No Reliance on ldaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 TermandOperationDate
6 Puchase and Sale of Na Enerry
7 Puchase Price and Me*hod of Pa1m.e,nt
8 Environmeirtal Attributes
9 Facility and Interconnection
10 Metcring and Telemetry
l l Records
12 Operations
13 Indernnification and Insurance
14 ForceMajeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
l8 Choice of Laws and Ve,lrue
19 Disputcs and Default
20 Governmental Authorizatim
2l CommisgionOrrder
22 Successors andAssigns
23 Modification
24 Taxes
25 Notices
26 AdditionalTermsandConditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
AppendixA
AppendixB
Appendix C
AppendixD
AppendixE
tilU20t0
FIRM ENERGY SALES AGRBEMENT
(10 alvIW or Less)
Project Name: Mainline Windfamt
hojectNumber: 21615130
THIS AGREEMENI, entered into on this lLaay ot NoOea lpr 2010 between
MAINLINE WINDFARM, LLC (Seller), and IDAHO POWER COMPANY, an Idaho coryoration (Idaho
Power), hereinafter sometimes referred to collectively as *Parties" or individually as *Party."
WTINESSETH:
WHEREAS, Sellerwill desigp, construct, own, maintain and operate an elecmic generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric en€rgy
produced by the Seller's Facility.
TIIEREFORE, In consideration of the mutual cove,nants and agreeme,nts hereinafter set fortlt, the
Partim agree as follows:
ARTICLE I: DEFINIIIONS
As used in this Agreemeirt and the ap,pe,ndices attached h€r€to, the following tcrms
shall have the following meanings:
1.1 "Availability Shortfall Price" - The cun€nt month's Mid4oltrmbia Market Eneqgy Cost minus
the cunent month's All Hours Eneqgy Price specified in paragraph 7.3 of this Agreemcnt. If this
calculation results in a value tsss than 15.00 Mills/kwh the result shall be 15.00 MiUs&Wh.
1.2 'BgsllcsgDaXg" - means any calendar day that is not a Saturday, a Sunday, or a NERC
recoenized holiday.
1.3 "Calculated Net Encrgy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum eoergy
-l-
tUu20to
deliveries (measured in kWh) for each individual wind hrbine totaled for the Facility to
determine the total energy that the Facility could have delivered to Idaho Power during that
month based upon: (l) each wind tutine's Namcplate Capacrty, (2) Sufficient Prime Moner
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduled maintenance, or (5) incidents of Forced Ouages less Losses and Station Use. If the
duration of an event characterized as item 3,4 or 5 above (measured on each individual
occurcnce and individual wind hutine) lasts for less than 15 minutes, then the event will not be
considered in this calculation. The Seller shall collect and maintain actual data to support this
calculation and shall keep this data for a minimum of 3 years.
1.4 "Commiss@'- The Idaho Public Utilities Commission.
1.5 "Contract Yeat'' - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Liouidated Damages" - Damagps payable to ldaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.
1.7 "Dglay Period" - All days past the Scheduled Operation Date until the Seller's Facility achiwes
the Operation Date.
1.8 "Delay Price" - The currcnt month's Mid{olumbia Martet Energy Cost minus the cuneirt
month's All Hours Energy Price specified in paragraph 7.3 of this ngree, ent. If this calculation
results in a value less than 0, the result ofthis calculation will be 0.
1.9 *Dcsipated Dispatch Facility" - Idaho Power's Systems Operations Grcup, or any zubsequent
grouP designated by Idaho Power.
I .10 "Effective Date" - The date stated in the opening paragraph of this Firm Energr Sales
Agreement representing the date upon which this Firm Energy Sales Agreement was fully
executed by both Parties.
1.11 'Faeiliff' - That electric generation facility described in Appendix B of this
-2-
tuu2010
l.l2 "First Enerty Date" - The day commencing at 00:01 hourr, Mountain Time, following the day
tlnt Sell€r has satisfied the requirements of Article IV and the Seller begins delivering eirergy to
Idaho Power's system at the Point of lhlivery.
l.l3 "Forced Outaqe" - a partial or total redustion of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Poweds ability to accept Net Energy at
the Point of llelivery for non-cconomic rcasons, as a result of Idaho Power or Facility: 1)
equipment failure which was gq! the result of neglig€,lrce or lack of prevrcntativc maintenanc€, or
2) responding to a transmission provider curtailmcnt order, or 3) unplanned prevelrtative
maintenance to repair equipment that left unrepaire4 would result in failure of equipment prior
to the planned maintenanoe period, or 4) planned maint€mance or construction of the Facility or
electrical lines required to senre this Facility. The Parties shall make commercially rcasonable
efforts to perform this unplanned preventative maintenance during periods of low wind
availability.
1.14 "Ileatryl,ogd llglrs" - The daily hours beginning at 7:00 am, eirding at I l:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day,
Indepeirdence Day, labor Day, Thanfsgiving and Cbrishas.
1.15 *hAdvertent_EqggC'- Electric en€rg/ Seller does not intend to ge,nerate. Inadverte,lrt e,lrogy is
more particularly described in paragraph 7.5 of this Agrc€meot.
1.16 "Interconnection Fasilities" - All equipment specified in Idaho Power's Schedule 72.
l.l7 *Initial Capac8 Determinatiod'-The process by which Idaho Power confirms that und€r
normal or averagc design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
l.l8 *Light Ioad Hours" - The daily hours tleqinning at 11:00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Da5 Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christuas.
-3-
tUU20to
1.19 "Losses" - The loss of electrical en€rry expressed in kilowatt hours ftWh) occurring as a result
of the transformation and transmission of energy betrreen the Metering Point and the point the
Facility's qr€rgy is delive,red to the Idaho Power electrical system. The loss calculation formula
will be as spocified in Ap'pendix B of this Agreemelrt.
1.20 "@'- Eighty-five perc€Nrt (85%) of the Mid-Columbia Market
Eneqg5r Cost.
l.2l "MaterialBreggh"-Aflefault(paragraph 19.2.L) subjecttoparagraph 19.2.2.
1.22 "Ma:rimum Capac8 Amount" - The maximum capacrty (MW) of the Facility will be as
specified in Appeirdix B of this Agrwmelrt.
1.23 '@'- The p€rc€ntage amount calculated by Sellerwithin 5 days afterthe
end of each month of the Facility's monthly actual Net Eneagy divided by the Facility's
Calculated Net Energy Amount for the aprplicable month. Any &mages due as a result of the
Seller falling short of the Mechanical Availability Guarantee fm each month shall be det€rmind
in accordance with paragraph 6.4.4.
1.24 "Mochanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.25 "MeteringEqgipuqenll- All equipment specified in Schedule 72, this Agreement and any
additional equipment specifid in Appendix B requircd to measure, record and tele,meter bi-
directional pow€r flows from the Seller's Facility at the Metering Point.
1.26 "Meterige Point" - The physical point at which the Metering Equipmeirt is locatod that enables
accurate measurement of the Test Energy and Na Energy deliveries to Idatro Power at the Point
of Dclivery for this Facility that provides all necessary data to administ€r this Agreement.
1.27 "Mid- Columbia Market Enersy Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid{olumbia Index @ow Jones Mid{ Index) prices for non-firm encIgy.
If the Dow Jones Mid4olumbia Index price is discontinued by the reporting ageNrcy, both Parties
will mutually agree upon a replaceme,nt index, which is similarto the Dow Jones Mid-Columbia
Index. The selected replacernent index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
tLlu20to
I .28 ahg@latg-.1Capaqbf -Ihe full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of elecrical equipmeirt, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Uzually indicatcd on a nameplate attached to the individual machine
or device.
1.29 "N{E&ggg]'- All of the elestric e,nerg5r produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to
the terms of this Agreemen! Seller commits to deliver all Net Energr to Idaho Power at the Point
of Delivery forthe full term of the Agree,ment. Net Energy does not include Inadvertent Energy.
1.30 'Qperation Date" - The day comme,ncing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been complaed.
1.31 "Pgig1lgj[Dglivq''-The locationspecified inAppendixB, where ldaho Power's andthe
Seller's electrical facilities are interconnected and the energy from this Facility is delivered to the
Idaho Powerelectrical rystem. l
1.32 "Prudeot Electrical Prastices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.33 "Scheduled Operation Date" - The date specified in Appendix B wheir Seller anticipates
achieving the Operation Date. It is expected that the Scheduld Operation Date provided by the
Seller shall be a reasonable estimate of thc date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
L.34 "Schedule.7T - Idaho Power's TariffNo l0l, ScheduleT2 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconncetion
and integration of this Facility into the Idaho Power elecfiical system as specified within
Schedule 72 andthis Age€m€nt.
I .35 ('Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
-5-
tUU20t0
1.36
1.37
1.38
"Special Facilities" - Additions or alte,rations of transmission and/or distribution lines and
tansformers as described in Schedule 72.
"Station Use" - Electric energ5r that is used to op€rate equipment that is auxiliary or othcrurisc
related to the production of electricity by the Facility.
"Sufficie,nt Prime Moved'm€ans wind speed that is (l) equal to or greater than the generation
unit's manufacturer-specified minimum lwels required for the ge,neration unit to produce €o€rgy
and (2) equal to or less than the generation unit's manufacturer-specified maximum lwels at
which the generation rmit can safelyproduce €nergy.
1.39 "Euglts-Egggt'' - All Net Ene'rgy produccd by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical syst€Nn prior to the Operation Date.
1.40 "Total Cost of the Facilit/'- The total cost of stnrctures, equipment and appurtenances.
l.4l "Wind Enerw Production Forocast" - A forecast of enerry deliveries from this Facility providd
by an Idaho Power administered wiud forecasting model. The Facility shall be responsible for an
allocated portion ofthe total costs of the forecasting model as specified in Appendix E.
ARTICLE tr: NO RELIANCE ON IDAIIO POWER
Seller Independeirt Investigation - Seller warrants and represents to Idaho Power tbat in entering
into this Agreement and the undertaking by Seller of the obligations sst forth h€reirL Seller has
investigated and daermined that it is capable of pcrforming hererurder and has not rclied upon
the advice, experieoce or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent E:roerts - All professionals or er(p€rts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this fureement have been solely those of Seller.
ARTICLE IIT WARRANTIES
No Warranty by Idaho Power - Any review, accqrtance or failure to review Seller's design,
specifications, equipme,nt or facilities shall not be an endorsement or a confinnation by ldaho{-
tuU20to
2.1
2.2
3.1
3.2
Power and Idaho Powsr makes no warranties, expresscd or implied, regarding any aspect of
Seller's desigq spocificatims, equipme,:rt or facilities, including, but not limitd to, safety,
durability, reliability, strrength, capaclty, adequacy or economic feasibility.
Ouali&ing Facility Stahrs - Seller warrants that the Facility is a "Qualifying Facility," as tbat term
is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Quali&ing Facility status during the term of
this Agreement and Seller's failure to maintain Quali$nng Facility status will be a Material
Breach of this Agreement. Idaho Power rcxrcrvcs the right to review the Facility's Qualifring
Facility status and associated support and compliance documents at anytime dtring the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEFTA}.ICE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Pow€r's acceptance of deliveries of
eNrerry frrom the Seller under this Agreemen! Seller shall:
4.1.1 Sub,mit proof to Idaho Power that all licenses, permits or approvals neccssary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq. as a certified Qtuliffing Facility.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Irtter signed by an attorney
admitted to practice and in good standing in the State of Idaho an opinion that
Seller's liceoses, permits and approvals as set forth in paragraph 4. I . I above are legally
and validly issue( are held in the name of the Seller an4 based on a reasonable
independent review, counsel is of the opinion that Seller is in zubstantial compliance with
said permits as of the date of the Opinion Letter. The Opinion Irtter will be in a form
acceptable to ldaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinim. Idaho Power's acceptance of the
form will not be unreasonably withheld. The Opinion Lett€r will be governed by and
4.1
-7-
tUU20t0
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Iaw (1991).
4.1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacrty Determination. Such data will include
but uot be limited tq Nameplate Capacity, equipment spocifications, prime mover data,
resounce characteristics, noflnal andi/or average operating design conditions and Station
Use data. Upon receip ofthis information, Idaho Power will revicw the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacitr specified in Appendix B of this Agrce,ment and the
cumulative manufacture Nameplate Capacrty rating ofthe individual generation
units at this Facility is less then 10 MW. The Scller shall submit detailed,
manufacturer, verifiable data ofthe Nameplate Capacrty ratings of thc actual
individual genemation units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capactty
rating of the generation uits to bc installed at this Facility is less than l0 MW, it
will be deemed that the Seller has satisfied the Initial Capacity hermination for
this Facility.
4.1.4 Name,plate Capacity - Submit to Idaho Power manufacturer's and engine€ring
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the provided data and daermine if the Nameplate Capacity specified is rcasonable
based upon the manufacturer's specified generation ratings for the specific generation
units.
4.1.5 Eneineer's Certifications - Submit an executed Engineeds Certification of Design&
Construction Adequacy and an Engineeds Certification of Operations and Maintenance
(O&M) Policy as desuibed in Commission ffier No. 21690. These certificates will be
-8-
lllll20to
in thc form specified in AppendixC but may be modifid to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.6 lnsurance - Submit writtenproof to ldaho Powerof all insurance required in Article XItr.
4.1.7 Interconnestion - Pnovide unitten confirmation from Idaho Pourer's delivery business
unit that Seller has satisfied all interconnection reqdrements.
4.1.8 Network Resource DesiEnation - The Seller's Facility has boen designated as a network
resouroe capable of delivering firm energy up to the amount of the Maximum Capactty.
4.1.9 Written Acc€ptance - Request and obtain written confirmation ftrom ldaho Power that all
conditions to acc€,ptance of energy have been firlfilled. Such written confirmatim shall be
provided within a commercially reasonable time following the Scller's rcqucst and will
not be unrcasonably withheld by Idaho Power.
ARTICLE V: TERM A}.TD OPERATION DATE
5.1 Term - Subjec't to the provisions of paragraph 5.2 bclow, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 20 Contract
Years from the Operation Date.
5.2 OperationDate-The Opcration Date may occur only after the Facility has achieved all of the
following:
a) Achievedthe First Energ5rDate.
b) Commission approval of this Agreemcnt in a form acceptable to Idaho Power has
been recsived.
c) Ssller has demonstated to Idaho Power's satisfaction that the Facility is complete and
able to provide eoergy in a consiste,nt, reliable and safe rnann€r.
d) Seller has requested an Operation Date from ldaho Power in a writtcn format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by ldaho Power.
5.3 Ooeration Date Delay - Seller shall causc the Facility to achieve the Operation Date on or before
-9-
tUU20to
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and constnrction process that rot Force Majeure events accepted by both
Parties, shall not prevelrt Delay Liquidated Damages from being due and owing as calculated in
accordance with this Agreement.
5.3.1 If the Operation Date occurs afler the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Damages calculated at the end of cach caleirdar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to (Current month's Initial Year Net
Energ5r Amount as specified in paragraph 6.2.1 dividd by the number of days in
the curreirt month) multipliod by the number of days in the Delay Period in the
cuneirt month) multiplied by the curreirt month's Delay Price.
5.3.2 If the Operation Date does not occur within nincty (90) days following thc Schduld
Operation Date, the Seller shall pay ldaho Power Delay Liquidated Damages, in addition
to those provided in pangraph 5.3.1, calculated as follows:
Forty five dollars ($a5) multiplied by the Maximum Capacity with the tvlaximum
Cryacrty being measured in kW.
If Seller fails to achieve the Operation Date within nin€ty (90) days following the Scheduled
Operation Date, such failure will bc a Material Breach and Idaho Power may temninate this
Agreement at any time until the Seller cures the Material Breach. Additiooal Delay Liquidat€d
Damages beyond those calculated in 5.3.1 and 5.3.2 will be calculated and pal,able using the
Delay Liquidated Damage calculation described in 5.3.1 above fm all days exceeding 90 days
past the Soheduled Operation Date uotil such time as the Seller cures this Material Breach or
Idaho Power terminates this Agreement.
Seller shall pay ldaho Power any calculated Delay Liquidated Dnmages within 7 days of whe,n
Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
5.5
-10-
tUU20to
5.6
5.7
Agreement and ldaho Power shall draw fimds frrom the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achiwing the Operation Date on or beforc the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and tbat the Delay Liquidated Damages are an app,ropriatc
approximation of such damages.
Prior to the Seller executing this Agrecmeirt, thc Seller shall have agreed to and executed a Lettcr
of Understanding with Idaho Power that contains at minimum the following requirc,ments:
a) Seller has filed for intetconnection and is in compliance with all palments
and requirements of the intercomnection prccess
b) Seller has received and acce,pted an interconnection system impact study for
this Facility.
c) Seller has p,rovided all information required to enable Idaho Power to file an
initial transmission capacity rcquest.
d) Results of the initial transmission capacrty request arp known and acceptable
to the Seller.
e) Seller acknowledges 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 designatd firm network nesouroe.
D If the Facility is located outside of the Idaho Power serrdcc territory, in
addition to the above requiremeirts, the Seller must provide evidence that the
Seller has acquired firm transmission capacity from all required transmitting
entities to deliver the Facility's cnergy to an acceptable point of dclivery on
the Idaho Power electrical system.
Within thirty (30) days of the date of a final non-appealable Commission ffier as specified in
Article XXI approving this Agreement; Seller shall post liquid security ('Delay Securit/') in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
5.8
-il-
tvU20to
Failure to post this Delay Security in the time specified above will be a Material Breach of tlis
Agc€meot and Idaho Power may terminate this Agree,ment.
5.8.1 Delay Security The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estirnat€d
rcv€oue. Where the estimated thrw months of revenue is the estimated r€venue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of €nergy production as specified in paragraph 6.2.1 for those
three months multiptied by the All Hours Energy Prie spocifiod in paragraph 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a
generation interconnection agreemeirt speciffig a schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Ope,ration
Date has been completed and the Seller has paid all required interconnection
costs or (2) a generation interconnection agree,ment is zubstantially complete and
all material costs of interconnection have been identified md agreed upon and
the Seller is in compliaoce with all terms and conditions of the generation
interconnection agree,ment, the Delay Security calculated in accordance with
paragraph 5.8.1 will be reduced by ten perceirt (100/0).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.8.1.1 and subsequently (l) at Seller's r€quest, the ge'neration
interconnection agreement specified in pragraph 5.8.1.1 is rwised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date, or Q) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Sesurity as calculated in
paragaph 5.8.1 will be subject to rcinstat€meot aod will be due and owing within
5 business days from the date ldaho Power requests reinstat€Nn€,nt. Failure to
timely reins'tate the Delay Security will be a Material Breach of this Agreement.
-12-
tU,/20to
6.r
6.2
5.8.2 Idaho Power shall release any remaining security posted hereunder after all
calculated Delay Liquidded Damages arc pald in full to Idaho Power and the
eadier of: 1 ) 30 days after the Operarion Dale has been achieved, or 2) 60 days
after the Ageement has been tenninated.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acoeptance of Net Energy - Except when either Party's performance is excused as
provided hereiu ldaho Power will prnchase and Seller will sell all of the Net Energr to ldalro
Power at the Point of Delivery. All Inadvertent Enerry produced by the Facility will also be
delivered by the Seller to ldato Power at the Point of Delivery. At no time will the total amount
of Net Enerry and/or lnadvertent Enerry produced by the Facility and delivercd by the Seller to
the Point of Delivery exceed the Maximum Capacrty Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Enerry in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarant€€.
6,2.1 tnitial Year Monthly Net Eneryy Amormts:
Season I
Season 2
Season 3
July
August
November
December
June
September
October
January
February
kwh
3,762,000
3,768,000
4,407,000
3,l62,000
3,519,000
4,053,000
4,682,000
3.869,000
4,738,000
5,519,000
3,053,000
3,426,000
Month
March
April
May
Unless excused by an event of Forrce Majeure, Seller's failure to deliver Net Enerry in any
Contract Year in an amount equal to at least ten percent (107o) of the sum of the Initial Year
Monthly Net Enerry Amounts as spocified in paragraph 6.2 shall constihrte an event of default.
-13-
tUtD0t0
6.3
6.4 Mechanical Availability Guarantee - After the Operational Date has been establishe4 the Facility
sball achiwe x minimum monthly Mechanical Availability of 85% for the Facility for each month
during the full term of this Agrcement (the 'Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculrting dnmages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Production and Anailability
Report (Appendix A), the Seller shall provide and ccrtifr the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of all
information used to calculate the Calculated Net Energy Amount inchrding but not
limit€d to: (a) Forced Ootrg"r, (b) Forcc Majeure w€,rts, (c) wind speds and the impact
on geireratim outpul and (c) scheduled mainteirance and Station Use information.
6.4.2 The Seller shall maintain and retain for three years detailed documentation supporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mehanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 percent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
eNrergy pa)rnxe,rt. 1g 41 nnpaid balance remains after the damages are offset against the
energy palm€ot, the Seller shall pay in full the remaining balance within 30 days of the
date of the invoice.
-14-
tyv20to
7.t
ARTICLE Vtr: PI.JRCHASE PRICE A}TID METHOD OF PAY.IVIENT
Hean, Ioad Purchase Price - For all Net Ene,lgy reccived during Hcavy Load Hours,
Idaho Power will pay the non-lerrrelizd, energy price in accordance with Commission Ord€r
31025 adjusted in accordance with Commission Orrder 30415 for Hearry Load Hour Ene4gr
deliveries, adjustod in accordance with Commission Order 30488 forthe wind integration charge,
and with seasoualization factors applied:
Season I -(73.50Yo)
Mills/k\f/h
40.52
42.80
45.32
47.71
50.29
53.0s
54.il
56.20
57.90
59.57
61.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
Season 2 - (120.00 oA Season 3 - (100.00 o/o)
Mills/kwh Mills&WhYear
20r0
20tt
20t2
2013
2014
2015
20t6
2017
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
66.15
69.87
74.00
78.18
82.74
87.@
N.6
93.23
96.25
99.21
t02.27
105.90
109.67
113.59
tr?.66
121.90
125.49
129.20
133.03
136.97
t41.04
146.51
151.30
156.26
55.12
s8.24
61.66
il.92
68.42
72.17
74.34
76.6t
79.12
81.59
84.14
87.16
90.31
93.57
96.97
100.50
103.49
106.58
t09.77
r 13.06
116.45
121.01
125.00
129.13
7.2 Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the non-levelized energy price in accordance with Commission Orrder 31025 adjusted in
accordance with Commission Order 30415 for Light Load Hour Ensrgy deliveries, adjusted in
accordance with Commission Order 30488 for the wind integration charge, and with
-15-
tvv20to
seasonalization factors applied:
Year
2010
20tt
2012
20t3
2014
20t5
2016
20t7
2018
20t9
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
Season I -(73.50m
Mills/kWh
35.59
37.88
40.,m
42.t9
45.37
48.13
49.72
51.28
52_97
54.65
56.37
58.41
60.54
62.74
65.04
67.43
69.45
7t.55
73.70
76.03
78.52
81.87
84.80
87.84
38.33
,+0.61
43.13
45.52
48.10
s0.86
Season2-(120.00Yo)
Mills&Wh
58.1I
61.84
65.95
69.86
74.06
78.91
81.73
84.50
87.51
90.47
93.53
97.16
100.93
104.8s
108.92
I13.16
116.76
120.47
124.29
t28.24
132.3t
137.77
142.56
147.52
Season3-(100.007o)
Mills/kwh
48.42
51.54
54.96
58.22
61.72
65.48
67.64
69.76
72.O7
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.21
99.30
102.49
105.78
109.t7
113.73
t17.72
121.85
7.3 All Hours Energy Price - The price to be used in the cdculation of the Strplus Energy Pric€ and
Delay Prioe shall be the non-levelized €,nergy price in accordance with Commission ffier 31025
adjusted in accordanoe with Commission Order 30488 for the wind integntion charge, and with
seasonalization factors applied:
Season I - Q3.50 yA Season 2 - (120.0O o/o) Season 3 - (100.00 7o)
Year Mills&Wh Mills/kWh Mills&Wh
2010
20tt
2012
2013
2014
2015
62.57
66.30
70.42
74.33
78.85
83.75
52.t4
5526
58.68
61.93
65.U
69.19
-16-
tUu20to
2016
20t7
2018
20t9
2020
202r
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
52.45
54.01
55.71
57.37
59.10
6t.1.4
63.27
65.48
67.78
70.16
72.18
74.28
76.s8
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
95.32
98.38
102.01
105.78
r09.70
113.77
I18.01
121.60
l.25.tt
t29.14
133.09
137.t6
r42.62
147.4t
152.37
71.36
?3.48
75.88
78.35
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.3s
106.53
109.82
rt3.2t
rt7.77
tzr.76
t2s.89
7.4
7.5
Surplus Energy Price - For all Surplus hogy, Idaho Power sball pay to the Seller the curr€nt
month's Market Eneqgy Reference Price or the All Hours Ene,qgy Price specified in paragraph
7.3, whichever is lower.
Inadvertent EnerXy-
7.5.1 Inadvertent Energy is electric energr produced by the Facility, in kwh,
which the Sellcr delivers to ldaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the e,nergy was delivered.
(For exarple January contains 744 horns. 744 hours times 10,000 kW = 7d{9,966
kWh. Energy dclivered in January in excess of 7 ,44,000 kWh in rhis example
would be Inadvertent Energy.)
Although Seller inteirds to design and operate the Facility to generate no more than
l0 avcrage MW and thercfor€ does not inteod to generate Inadverteirt Energlr,
Idaho Power will accept Inadvertent Energy that does not exceed the Maximum
Capacrty Amount but will not purchase or pay for Inadvertent Energy.
7.5.2
7.6 Palme,nt flue Date - Undisputed Encrg5r payments, less the Wind Ensrgy Pnoduction Forccasting
Monthly Cost Allocation (MCA) described in Appendix E and any other payments due Idaho
'17'
',n*orc
7.t
Power, will be disbumed to the Sellcr within 30 days of the date which Idaho Power receives and
accepts the documentation of the monthly Mechanical Available Guarantee and the N* Eneq5/
actually delivered to Idaho Power as speified 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 constnred in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Comoanv v. Idaho Public Utilities Commission 107
Idaho I L22, 695 P .2d I 26! (1985), Afton Energv. Inc. v. Idaho Power Company. I I I Idaho 925,
729 P.2i,100 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VItr: E}IVIRONMENTAL ATTRIBUTES
8.1 Seller retains ownership under this Agreement of Grcen Tags and Renewable Energy Certificates
(RECs), or the equivalent environmental attibutes, directly associated with the prcduction of
energy from the Selleds Facility sold to Idaho Power.
ARTICLE DC FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, constnrct, install, own, operate and maintain the Facility
and any Sellerowned Interconnection Facilities so as to allow safe and reliable gencration aad
delivery of Na Energy and Inadvertent Energr to the Idaho Power Point of Delivery for the full
term of the Agree,ment.
Interconnestion Facilities - Except as specifically provided for in this Agreemeirt the required
Interconnection Facilities will be in accordance with Schedule 72,the Ge,neration lnterconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipmeirt as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and mainte,nance expenses.
9.1
9.2
-18-
tvU20to
l0.l
ARTICLE X: METERING A}.ID TELEMETRY
Metering - Idaho Power shall, forthe account of Seller, provide, install, and maintain Metering
and Tele,roetry Equipment to be located at a mutually agreed upon location to rccord and measurc
power flows to Idaho Power in accordance with this Age€m€Nrt and Schedule ?2. \\e Metering
Equipment will be at the location and the type required to measur€, rocord and report the
Facility's Net Energy, Station Use, lnadvertent Energy and maximum energy deliveries (kUD at
the Point of Delivery in a manner to govide Idaho Power adequate €ner$/ masurcm€nt data to
administ€r this Agreement and to integrate this Facility's energy production into the Idaho Power
eloctrical syste,m.
Tele,metry - Idaho Power will install, operate and maintain at Selleds exp€,nse metering,
communications and tele,metry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Selleds Net Encrgr and Inadvertent Energy produced and
delivered to the ldaho Power Point of Delivery to Idaho Poweds Designated Dispatch Facifity.
ARTICLE XI - RECORDS
Maintemance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Ene,qg5r, Station Use, Inadverte,nt Energy
and maximum generation (kW) records in a form and content acceptable to Idaho Power.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use'
Inadvertent Energy and maximum geireration (kW) records p€rtaining to the Selleds Facility.
ARTICLE Xft OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility iu accordance with
Appendix A of this Agreeme'nt.
12 .2 EnerEry Acceptance-
10.2
ll.1
tt.2
-19-
n/l/2010
12.2.1 ldaho Power shall be excusod from accepting and payrng for Net Energy or accepting
Inadverte,tt Energ5r which would have otherwise bceir produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented from doing so by an
event of Force Majeure, Forced Outage or temporary discornection of the Facility in
accordance with Schedule 72. lf, for reasons other than an event of Force Majeure or a
Forced Outage, a temporary disconnection under Schedule 72 exceeds tweoty (20) days,
beginning with the tw€oty-first day of such intemrption, curtailment or reduction, Seller
will be deemed to be delivering Na Energy at a rate equivaleirt to the pro rata daily
average of the amounts specified forthe aplicable month in paragraph 6.2. Idaho Power
will notiff Seller whcn the inte'nuption, curtailme,lrt or reduction is terminated.
12.2.2 If, in the reasonable opinion of ldaho Power, Selleds operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Poweds
equipme,nt, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from ldaho Pow€r's transmission/distibution syst€,m as specified
within Schedule 72 or take such other reasonable steps as ldaho Power dee,ms
appropriate.
1,2.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energ5r
from the Facility to the Point of Delivery in an amount that exceeds the Ma:rimum
Capactty Amount at any moment in timc. Seller's failure to limit deliveries to the
Maximum Capactty Amount will be a Material Breach of this Agreeme,nt.
12.2.4 If ldaho Power is unable to acc€,pt the e,nergy from this Facility and is not excused from
accepting the Facility's eneqgy, Idaho Power's darnages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept. Idaho Power will have
no responsibility to pay for any otler costs, lost r€venue or oonsoqu€,ntial damages the
Facility may incur.
12.3 Scheduled Maintenance - On or before lanuary 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that cale,ndar year
-20-
tyU20to
and Idaho Power and Seller shall mutually agree as to thc acceptability of the p,roposed schedule.
The Parties determination as to the acc€ptability of the Seller's timetable for scheduled
mainteoance will take into consideration Prud€nt Electrical Practices, Idaho Power syst€m
requirements and the Seller's preferred schedulc. Neither Party shall unreasonably withhold
acceptaoce of the proposed maintemance schedule.
12.4 Maiatenaace Coordination - The Seller and Idaho Power shall, to the extent prractical, cootdinate
their rcspective line and Facility maintenance schedules such that they occw simultaneously.
12.5 Contact Priorto Curtaitnent - Idaho Power will make a reasonable atte,mpt to contact the Seller
prior to exercising its rights to intempt interconnection or curtail deliveries frrom the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the elecfiical systeur, and/ormplannod events Idaho Power may not be able to provide notice to
the Seller pnor to internrption, curtailment, or reduction of electrical €n€rgy deliveries to
Idaho Power.
ARTICLE XItr: INDEMNIFICATION AND INSI,JRANCE
13.1 Indcmnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, danrage,
exp€,llsc and liability to thirrd persons for injtrry to or death of person or injury to propcrty,
proximately caused by the indemnifring Party's (a) constnrction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreoneirt or (b) negligent or intentional acts, eflors or omissions. The inde,mniffing Party
shall, ou the other Party's request, defend any suit ass€fting a claim covered by this ind€mnity.
The indemniffing Party shall pay all documented costs, including reasonable attomey fees that
mayb incurredbythe other Party inenforcing this indcmnity.
13.2 Insurance - During the term of this Agreement, Seller shall secur€ and continuously carry the
following insurance coversge :
13.2.1 Comprehensive Geireral Liability Insurance for both bodily injury and property damage
-2t-
tvU20to
13.3
13.4
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for zuch insurancc shall be consistent with current Insurance Industry Utility practices for
similar property.
13.2.2 \\e above insuranoe ooverage shall be placed with an insurance company with an A.M.
Best Companyrating of A- orbetterand shall include:
(a) An endorsemeirt nnming ldaho Power as an additional insued and loss payee as
applicable; and
(b) A p,rovision stating that such pollcy shall not be caaceled or the limits of liability
reduced without srxty (60) days' prior cnitttn notice to Idaho Power.
Seller to Pnovidc Certificate of Insurance - As required in paragraph 4.1,6 herein and annually
thereafter, Seller shall firnish Idaho Power a certificate of insurance, together with the
e,ndorsements requirod th€rcin, widencing the coverage as set forth above.
Seller to Noti& Idaho Power of Loss of Coverace - If the insurance coverage required by
paragraph 13.2 shall lapse for any rsasoq Seller will immediately notiff ldaho Power in writing.
The notice will advise ldaho Power of the specific reasorr for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Ageement.
ARTICLE XIV: FORCE M,dIEIJRE
14.1 As used in this Agrcement, "Fotrce Majeure" or "an event of Force Majeure' means any calrce
beyond thc contnol of the Seller or of Idaho Power which, d€spite the exercise of due diligencg
such Party is unable to pr€v€,nt or ovencome. Force Majeure includes, but is not limited to, acts of
God, fire, floo4 storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightdng, epidemics, sabotage, or changes in law or regulation occurring after
the Effective Date, which, by the exencise of reasonable foresight such party could not reasonaUty
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
If either Party is render,ed wholly or in part unable to perform its obligations undcr this
-22-
rvu20t0
Agree,ment because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the eveiet of Force Majeure, provided th*:
(l) The non-performing Party shall, as soon as is reasorubly possible after thc
occurrence of the Force Majeure, give the other Party writteir notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no g€at€r scope and of no longer
duration than is required by the went of Force Majeure.
No obligations of either Party which arose before the occurreirce causing the
zuspeirsion of performance and which could and should have beeir fully
performed before such occurrence shall be excused as a result of such
occtrlr€oce.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liabilitv. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indfuwt" special, consequential, nor punitive
damages, exc€pt as expressly authorized by this Agreemelrt.
Dedicatiou. No undertaking by one Party to the other under any provision of this Agreemelrt
shall constitute the dedication ofthat Party's syst€m or any portion theroofto the Party or the
public or affoct the status of Idaho Power as an indepe,ndent public utility corporation or Seller as
aa independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otheru,ise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this shall ever be constnred to create an association, tnrst, partnership orjoint
venture or impose a tnrst or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its ovm obligations under this
-23_
lllll20l0
(2)
(3)
t5.l
15.2
l6.l
Agreement.
ARTICLE XVtr: WAIVER
L7.l Any waiver at any time by either Party of its rights with respect to a default under this Agreemerrt
or with respoct to any other matters arising in connection with this Agree,meirt shell nd be
deemd a waiver with respect to any subsequeirt default or other matter.
ARTICLE XVItr: CHOICE OF LAWS A}.ID VENI,JE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without refe,lence to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agree,me,nt will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
Disputes - All disputes relatod to or arising under this Agreement, including, but not limitcd to,
the interpretation of the terms and conditions of this Agreement, wiU be submitted to the
Commission for resolution.
Notice of Default
L9.2.1 Defaults. If either Parry fails to perform any of the terms or conditions of this
19.1
19.2
Agreeme,nt (an "went of default"), the nondefaulting Party shall cause notice in
uniting to be givcn to the defaulting Party, spcciffing the mann6 in which zuch
d€fault occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of zuch notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cur€d within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligeirtly
pursue such cru€, then, the nondefaulting 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 applyt9.2.2
tvu20t0
to defaults id€N$ifid in this Agrwmcnt as Material Brcaches. Material Breaches must
be cured as expeditiously as possible following occun€nce of the breach.
19.3 Securitf for Performance - Prior to the Operation Date and thereafter for the full term of this
Agrcement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
19.3.2
fails to comply, such failure will bc a M*crial Breach and may only be cured by
Seller supplying evideirce that the requird insurance covcrage has been replacod or
reinstated;
Engineer's Certifications - Every thr€e (3) years after the Operation Date, Seller will
snpply Idaho Power with a Certification of Ongoing Operations and Maintcnancc
(O&M) from a Registered Professional Engineer lic€nscd in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specifiod in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permits - During the full term of this Agree,ment, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply ldaho Power with copies of any new or
additional pemits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the peimits and liceoses describd 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 ag€ncy.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
19.3.3
20.1 This Agreement is subject to the jurisdiction of those govemme,ntal agencies having control over
either Party of this Agreement.
tUu20to
2t.t
ARTICLE XXI: COMMISSION ORDER
This Agreement shall become finally effoctive 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 hersunder shall be allowed as prudently incurred expcnses for ratemaking purposos.
ARTICLE }()il: SUCCESSORS AI.ID ASSIGNS
This Agreement and all of the terms and provisions he,reof shall bc binding upon and inure to the
benefit of the respective successors and assigns of the Parties hercto, except that no assignment
hereof by either Party shall become effective without the written cons€,ot of both Parties being
fust obtaioed. Such consent sball not be unreasonably withheld. Notwithstanding the foregoing
any party which Idaho Power may consolidatg or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or securpd rights from exercising aU rights and rmedies available to it under law
or contact. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE X)iltr: MODIFICATION
No modification to this Agree,ment shall be valid unless it is in writing and signed by both Parties
and subseque'ntly approved by the Commission.
ARTICLE XKV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Inte,rconnection Facilities.
ARTICLE XXV: NOTICES
All writteir notices underthis shall be dir€cted as follows and shall be considered
_26-
tvu20to
22.1
23.1
24.1
25.1
delivered when faxe{ e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepai4 as follows:
To Sellec
Original document to:
MainlineWindfarm, LLC
Attention: Maurice Miller, Authorized Manager
3145 Geary Blvd.,#723
San Francisco, CA 94118
E-mail: [e-mail]
To Idaho Powec
Original documeiil to:
Vice hesident, Power Sup,ply
Idaho PowerCompany
PO Box 70
Boisc, Idaho 83707
Fmail : [e-mail]
Copy of document to:
Cogeneration and Small Power hoduction
Idaho PowerCompany
PO Box 70
Boise, Idaho 83707
E-mait [e-mail]
Eithsr Party may change the contact person and/or address information listod above, by providing written
notice from an authorized person representing the Party.
ARTICLE XXVI: ADDITIONAL TERMS A}.{D CONDITIONS
26.1 This Agreement includes the following appendices, which are attached her*o and includod by
refemce:
App€odix A - Monthly Power Production and Availabjlity Report
Apperdix B - Facility and Point of Delivery
App€ndixc - Engineer'sCertifications
Appendix D - Forms of Liquid Security
AppendixE - WindEnergyPnoductionForecasting
-27-
ll/l/2010
ARTICLE XXVII: SEVERABILITY
27.L The invalidity or unenforceability of any term or provision of this egree, ent shall not affect the
validity or e,nforceability of any other terms or provisions and this Agrce,mcnt shall be'constnred
in all other respects as if the invalid or uneirforceable term or provision werc omitted.
ARTICLE )O(VItr: COI.JNTERPARTS
28.1 This Agreement may be executed in two or monc counterparts, each of which shall be deemed an
original but dl of whichtogether shall constitute one andthe same instnrment.
ARTICLE XXDC ENTIRE AGREEMENT
29.1 This Agreement constitutes the eirtirc Agroe,ment of the Parties conceming the subject matter
he,reof and supersedes all prior or conteinlrcraneous oral orwritte,n agreements between the
Parties conceining the zubject matter hereof.
IN WTINESS WHEREOF, The Parties herreto have caused this Agree,ment to be executod
in their respective names on the dates set forth below:
Idaho PowerComoany Mainline Windfarm- LI,C
Sr. Vice Presideirt, PowerSupply
'"'* I [. lz lo Dated //-Z-2o/o
-28-
*Idaho Powed'"Selled'
tUU20to
APPENDD( A
A _I MONTTILY POWER PRODUCTION AND AVAILABILTTY REPORT
At the end of each month the following required documentation will be submitted to:
Idaho PowerCompany
Attn: Cogeireration and Small Power hoduction
PO Box 70
Boise, Idaho 83707
The meter readings required on this rqort will be the readings on the Idaho Power Met€r Equipmcnt
measuring the Facility's total e,lrergy production dclivered to Idaho Power and Station Usagc and the
ma:dmum generated en€rgy (k\ID as recordcd ontheMetering Equipment and/orany otherrequired
eoergy measurcments to adequately administer this Agre€ment. This document shall be the document to
enable ldaho Power to begrn the energr palm.elrt calculation and payment pKrcess. The meter readings
on this report shall not be usod to calculate the actual palmetrt, but instead will be a check of the
automated meter reading information that will be gatbered as described in it€m A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
-29-
tUU20to
ProJcct Neme
Addrecs
Clty
Idaho Power Compeny
Cogeneredon ond Smell Power Produclion
MONTHLY PIOWER PRODUCTION AND AVNLABILITY REP'ORT
Month Year
Project Number:
PhoneNumber:
Stete ztp
Net Frcllity
Outout
Meter Number:
Station
Urrqe
Stetion
Urese
Metercd
MrrlmnGocntbn
kw
NetGcnerrdon
End of Month kWh Meter Pplding:
Beginning of Month kWh Meter:
I)ifierence:
Ilmer Meter Constrnt:
fWh for the Month:
Metered lhmand:
Mechentcd Avdlrbllltv Gurrentee
Seller Celculetcd Mcchrnicd Aveilrblltty
Ar spectfied ln thlc Agreenent, the Seller chdl include wlth thie monthly rcport t srrmmrr:I $etement of the
Mechenlcal Avettablllty of thtu J'eclllty for the calendar month. Thls rummary chdl lnclude detellr rs to how
the Seller calculetcd thlg value end rummrry of the tr'eclllty date ured ln the cdculrdon Idaho Power md
the Seller chdl work together to mutually develop r $unmrry report thet provldo thc requlred dete. Idrho
Power rererve! the dght to nevlcw the deteiled dete uscd tn thk celculedon as dlowed wi0in the Agroemcnt
Signrture Dete
-30-
tUU20to
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipmeirt and processes to collect
the meterreading informadon fr,omthe Idaho Powerprovidcd Metering Equipment that measures the Net
Energy and energy dclivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the la.* day of the month..
The meter information collected will include but not be limited to energr productioq Statioa Use, the
maximum ge,neratedpower(kUD and any otherruquired €n€rgymeasurcm€ots to adequatelyadminister
this Agreement.
A.3 ROUTINE REPORTING
Idaho Power Contact Information
Dailv Energy Produstion REportinq
Call daily by l0 a.m., 1-800-3564328 or l-800{35-1093 and leave the following
information:
o Project Identification - Project Name aod Pnoject Number
o Current MeterReading
: Hffi*ffiHx:tlrtrffir'
Planned and Unplanned Prrojest outaces
Call l-800-345-1319 and leave the following information:
o Pnoject Ideirtification - Project Name and Pnoject Numbero Aprproximate time outage occurred
Estimated day and time of project coming back online
Seller' s Contact Information
2rt-Hor:r Project Operational Contact
Name: Glenn Ikemoto
Telephone Numbec 510 655-7600
Cell Phone: [phone]
Proiect On-site Contact information
Telephone Number:
-31-
tUU20t0
B-l
APPENDX B
FACILITY AND POINT OF DELIVERY
Project Name: Mainline Windfarm
Pnoject Number: 21615130-
DESCRIPTION OF FACILTTY
(Must include the Naneplate Capacity rating and YAR capability (both leading and laging) of all
generatioautits tobe ircludedin the Frcility)
The Facility will be comprised of ap,proximately 10 wind tu:bines with a cumulative nameplate
rating that will not exceed the Maximum Capacity Amount as specified in item 84 and not less
than 18 MW. At the time this was executed, selection of the turbine rnaoufacturer
had not been finalized by the Seller. No later than 60 days prior to the Facility achieving its First
Energ5r Date, the Seller shall provide ldaho Power a prccise, d€taild description of the wind
turbines selected and quantity. The Facifity is currently considering use of up to ll REpower
MM92 wind turbines (Nameplatc Capacity rating up to 2.O5MWturbine, 0.95 lead/0.95 lag
power factor), or up to l0 Siemens SW 101 wind turbines (Nameplate Capacrty rating up to
2.3OMWhrbine, 0.90 lead/0.90 lag power factor), or otherwind turbine models.
I.,OCATION OF FACILITY
Near: MountainHome,ID
T4S R9E SEC 20,21,29,32
County: Elmore,ID.
flescription of Interconnection Location: The Facility will interconnect to the Idaho Power
hansmission system at 23O kV with a tap at T4S, R9E, SEC 2l , Elmore CountS ID, or other
location specified in the intercomection agleement.
Nearest Idaho Power Substation: Kins Substation- Elmore County. ID
-32-
tuu20to
B-3 SCHEDI.'LED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2011 as the Scheduld First Energy Date.
Seller has selected December 31. 2012 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 Agroement must be complaed prior to the project
being granted an Operation Date.
MA)(IMI.IM CAPACITY AMOUNT:
This value will be 23 IvfW which is consiste,nt with the value provided by the Seller to ldaho
Power in accordance with Schedule 72. This ralue is thc maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
At the time this lgee, ent was executed the Seller had requested only 20 MW of capacity in the
interconnection and transmission capacity process. Prior to the project delivering e,neqgy tbat
exceeds 20 MW, the Seller must rcqucst and be granted additiond capacity up to but not
exceeding 3 MW in both interconnection and hansmission capacity by ldaho Power. The Seller
must make this additional capacity rcquest using the routine Idaho Power interconnection and
transmission capacity prcoess and shall be responsible for all costs associated with this additiooal
capacity rcquest. Under no circumstances will the Narne,plate Capacity of this Facility exceed
23 MW. If the installed capacity is less than the Maximum Capacrty Amotrnt at the eird of the
ftst Contrast Year, the Maximum Capacity Amount will be adjusted downward to reflect the
acttral nameplare r*ing of the wind turbines installed. This revised Maximum Capacity Amount
will then rsmain in effect for the remaining term of this Agreeme,nt.
POINT OF DELTVERY
*Point of Deliver;y''means, unless otherwise agreed bV both Parties, the point of where the Sellers
Facility's eoergy is delivered to the Idaho Power electrical syst€m. Schedule 72 will determine
B4
B-5
-33-
tUU20t0
B6
the specific Point of Delivery for this Facility. The Point of Delivery identifi€d by Schedule 72
will become an integral part of this Agreemeirt.
T,oSSES
If the Idaho Power Metering equipmcnt is capable of measuring the exact €oergy deliveries by the
Seller to the ldaho Power electrical syste,m at the Point of Delivery, no l.osses will be calculated
for this Facility. If the ldaho Power Metering equipment is unable to measurE the exact energ)/
deliveries by the Seller to the Idaho Power electrical systein at the Point of Delivery, a l.osses
calculation will be esablished to measure the energy losses ftWh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially sd. at zyo of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equiprm.ent specifications (transformer loss
specifications, conduc'tor sizes, etc.) of all of the electrical equip,ment betr*reen the Facility and the
Idaho Power electrical syste,m, Idaho Power will configrre a revised loss calculation formula to
be agrwd to by both parties and used to calculate the kWh Losses for the rcmaining teim of the
Agreement. If at any time during the term of this Agree,ment, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losscs attributed to the elecUical
equipmeirt between the Facility and the Idaho Power electical syste,m, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
Schedule 72will ddermine the specific metering and telemetry require,ments forthis Facility. At
ffus minimum, the Metering Equipment and Teleinetry equipmeirt must be able to provide and
record hourly exr€rgy deliveries to the Point of Delivery and any other e,nergy measuf,ern€nts
required to administer this Agreement. These spocifications witl include but not be timited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equip,ment, design and installation of the Idaho
Power provided equipment. Seller will arrange for and make available at Selleds cost
B-7
-34-
tuU20to
communication circuit(s) compatible with Idaho Power's communicatioos equipment and
dedicated to Idatro Poweds use terminating at the ldaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the Facilities €ncrgy production.
Idaho Power provided equipment will be owned and maintained by Idaho Pow€r, with total cost
of purchase, installation, operation, and mainte,nance, including adminishative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be includod in the calculation of the Monthly
Operation and Maintenance Charges specifiod in Schedule 72.
NETWORK RESOI.JRCE DESIGNATION
Idaho Power cannot accept or pay for geireration from this Facility rmtil a Network Resource
Designation C'NRD') ap,plication has be€n accepted by Idaho Power's delivery business unit.
Fedcral Energy Regulatory Commission ('TERC') rules require Idaho Power to prcpare and
submit the NRD. Because much of the information ldaho Power needs to pr€parc the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely mann6 is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
the process to enable Idaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all requirements as specified in Paragraph 5.7 of this Agreement.
Scller's feilure to pnovide complete and eccurete informadon in e tlmely mtnner ctn
slgnificently hpact Idaho Power's ebllity end cost to attein the ITIRD decignaffon for the
Seller's Fecility end the Scller shell beer the coots of eny ofthese delrys that ere r recuft of
eny ac{ion or lnaction by the Seller.
-35-
tUU20t0
APPENDD(C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
, hereinafter collectively referred t6 gs rF.ngrn€cr," hereby states aod certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energ5l Sales Agroement, hereinafter "Agreement," betsreen
Idaho Power as Buyer, and as Seller, dated
3. That the cogene,ration or small power production prcject which is the subject of the Agreement
and this Statem€ot is identified as IPCo Facility No.and is hercinafter referred to as
the uPnoject."
4. That the Project, which is commonly known as the hoject, is located in
5. That Eogineer recognizes that the Agre€ment provides for the hoject to firnish elechical eoqgy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the desip, construction and operation of electic
power plants of the same t)rpe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this h,oject.
8. That Enginoer has reviewed and/or supervised the review of the Policy for Operation and
Mainterunce ("O&M') for this Projec't and it is his professional opinion that, provided said Pr,oject has
been designed and built to aprpropriate standards, adhereire to said O&IvI Policy will nesult in the
-36-
tvv20L0
Project's producing at or near the design electrical output, efficiency and plant factor for a
-
year
period.
9. That Engineer recognizes that ldaho Powcr, in accordance with paragraph 5.2 of the Agreeinei$
is relying on Engineeds represeirtations and opinions containd in this Statemerxt.
10. That Engineer csrtifies that the above stat€ments re complete, tnre and aocurate to the best of his
knowledge aod therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
By
-37-
rUt/2010
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPBRATIONS A}.ID MAINTENAI\ICE
The undersigned
and hereinaftcr collectively referred fs 6s "Engine€r," hercby states and
certifies to the Seller as follows:
I . That Engineer is a Liccnsed Pnofessional Enginoer in good standing in the State of ldaho.
2. That Fngineer has reviewed the Energy Sales fureement, hereinafter "Agree,meirt," betweeo
Idaho Poweras Buyer, and as Seller, dated
3. That the cogeoeration or small power production project which is the subject of the Agreemeirt
and this Statement is identified as IPCo Facility No.and he,reinafter refbrred to as the
*Pr,oject".
4. That the Project, which is commonly known as the _hoject, is located in
Section _ Township _ Range Boise Meridian, Cormty, Idaho.
5. That Engineer recognizes that the Agc€ment provides for the koject to firnish electrical qrc,rgy
to Idaho Power for a year period.
6. That Enginoer has substantial experience in the design' construction and operation of eloctric
power plants of the same t)rpe as this Prrojoct.
7. That Engineer has no economic relationship to the Design Engneer of this Pr,oject.
on behalf of himselflherself
-38-
rUU20to
8. Th* Enginoer has made a physical inspection of said Project, its operations and maintelranoe
records since the last previous certified inspection. It is Engineer's professional opinioq based on the
Projoct's appearance, that its ongoing O&M has been substantially in accordanc€ with said O&M Policy;
that it is in reasonably good oporating condition; and that if adhcreirce to said O&IvI Policy continucs, the
Project will continue producing at or near its design elwtrical output, efEciency and plant factor for the
remaining years ofthe Agnee,ment.
9. That Engineer rccognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is rclying on Engineer's reprresentations and opinions contained in this Stat€ment.
10. That Engineer certifies that the abovc statemc,nts are complae, true and accurate to the bcst of his
knowledge and therefore ssts his/her hand and seal below.
(P.E. Stamp)
Date
By
-39-
tUu20to
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTTON ADEQUACY
The undersigned on behalf of himselflherself and
hcreinaftcr collectiveli rcfcrred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
1. That Engineer is a Lioeirs€d Professional Engrneer in gmd standing in the State of ldaho.
2. That Engineer has revierved the Firm Energy Sales Agrcement, hereinafter "AgrEernent",
betwen Idaho Power as Buyer, and Seller, dated -
3.That the cogeneration or small power production Foject, which is the subject of the
Agreement and this State,ment, is identified as IPCo Facility No and is he,reinafter
referred to as tle "Project".
4. That the Project, which is commonly known as the Project, is located in
Sestion _ Township _ Range _,Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the Agree,ment provides for the Project to ftrnish electrical
energy to Idaho Power for a _ year period.
6. That Engineer has substantial cxpericnce in the desig4 constnrc{ion and operation of
electic power plants of the same type as this Project.
7. That Engine€r has no economic relationship to the Design Engineer of this hojec't and
has made the analysis of the plans and specifications indepeirdeirtly.
8. That Engineer has reviewed the engineering design and construction of the hoject,
including the civil wort, electrical work, generating equipment, prime mover conveyaoce syste,m, Seller
furnished Interconnection Facilities and other hoject facilities and equipment.
40-
tUU20to
9. That the Projoct has be€n constructed in accorrdance with said plans and specifications, all
applicable codes and consisteirt with Prudst Electrical Practices as that tem is described in the
nsee,ment.
10.That the desip and constnrctioa of the Project is such that with reasonable and prudent
operatioo aod maintenance practices by Seller, the Prroject is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a yearpoiod.
ll. That Elngineer recognizes that Idaho Pow€r, in accordance with paragraphS.2 of the
Agrceme,nt, in inter,connecting the Project with its system, is relying sn Fngine€ds r€,prcset(ations and
opinions contained in this State,ment.
12. That Engineer certifies that the above stateme,nts are complete, tnre and accurate to the
best of his/her knowledge and therefore scts his band and seal below.
By
(P.E. Stamp)
Date
4t-
tyv20to
APPENDX D
FORMS OF LTQLJTD SECLruTY
The Seller shall provide Idaho Power with commercially reasonable security instnrments such as
Cash Escrow Security, Guarantee or lrtter 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
satisfr the Delay Security requirement and any other security requirement within this Agroeinent.
For the purpose of this Appendix D, the term "Credit Requiremats" shall mean aoceptable
financial creditworthiness of the entity providing tbe security insbument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investmeirt grade credit
rating by Standard & Poor's Corporation or Moody's lovestor Se,r:rrices, Inc. shall bc deemed to
have acceptable financial crroditworthiness.
l. Cash Escrow Security - Seller shall deposit frrnds in an escrow accouot established by the
Seller in a banking institution acceptable to both Parties equal to the Delay Security or any
other required security amoun(s). The Seller shall be responsible for all costs, and receive
any interest eamed associated with establishing and maintaining the escrow accou(s).
Guarantee or Irtter of Credit Security - Seller shall post and maintain in an amount equal to the Delay
Security or other required security amount(s): (a) a guaranty from a party that satisfies the Crodit
Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrerrocable-Irtter of Credit
in a form acce,ptable to Idaho Power, in favor of Idaho Power. ,The Irtter of Crcdit will be is*red by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs associated
with establishing and maintaining the Guaraote{s) or Letter(s) of Credit.
42-
tllU20to
APPENDX E
WII{D ENERGY PRODUCTION FORECASTING
As specified in Commission Order 3M88, Idaho Power shall make use of a Wind Energy hoduction
Forecasting model to forecast the energyproduction fr,om this Facility and otherQualiffing Facility wind
generation resourocs. Seller and Idaho Power will share the cost of Wind Energy Pr,oduction Forecasting.
The Facility's share of rUind Eneqgy Production Forecasting is determined as spocified below. Sellers
sharc will not be greater thm 0.1% of the total eneqgy payments made to Seller by Idaho Power during the
previous Contract Year.
a. For every month of this Agreement beginning with the first zul month after the
First Energy Date as specified in Appendix of this Agrcement, the lVind Energlr
Production Forecasting Monthly Cost Allocation (MCA) will be due and payable
by the Seller. Any Wind Ene,t5/ Production Forecasting Monthly Cost
Allocations (MCA) thet are not rcimbursed to Idaho Power shall be deducted
from e,lrergy pa)rm€nts to the Seller.
o As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the first Contract Year is completg at the eird of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to refloct the 0.1% cap and if the Facility has paid the monthly
allocations a refund will bc included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly aud the unpaid
balance will be dductd frrom the ensuing Contract Y@r's €n€rgy pa),mexrts.
b. During the first Contract Year, as the value of the 0.1% cap of the Facilities total
€nergy palments will not bc known until the first Conhact Year is complete,
43-
nnt20to
Idaho Power will dedtrct the Facility's calculated strare of the Wind Energy
Pr,oduction Forecasting costs specified in item d each month during the first
Contract Year and zubsequently refund any overpayment (payments that exceed
the cap) in equd monthly amounts overthe ensuing Contract Year.
c. The cost allocation formula described below will bc reviewod and revised if
necessary on the last day of any month in which the cumulativc MW nameplate
of wind projects having Commission approved agrcements to deliver en€rgy to
Idaho Power has been rcvised by an action ofthc Commission.
d. The monthly cost allocation will be basod upon the following formula :
Where: Totd MW fiItfl$A is equal to the total nameplate rating of all QF wind
projects that are under contract to provide ene,qgy to Idaho Power
Company.
Facilitv M\il fi'MVh is equal to the nameplate rating of this Facility as
specified in Appentlix B.
Annual Wind Enerw koduction Forecastlne Cost (AFCoct) is equal
to the total aonual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year€n4 Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next year's AFCost.
Annual Cost Allocation (ACA) - AFCost X (FMW / TMW)
And
Monthly CostNlocation (MCA) - ACA|12
The Wind 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
44- tvr2oro
the monthlyenerrypalmeots rcsults in abalance bcing due Idaho Powcr, the
Faoility shall pay this amormt within 15 days of the date of thc palmc,nt invoice.
45-
tutD0to
EXHIBIT 5
.v
Article
I
2
3
4
5
6
7
8
9
l0
ll
12
l3
t4
l5
16
t7
l8
19
20
2l
,),,
23
24
25
26
27
28
29
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAI{O POWERCOMPA}.IY
AND
RYEGRASS WINDFARM, LLC
TABLE OF CONTENTS
TMLE
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 Athibutes
Facility and Interconnection
Metering andTelemetry
Records
Operations
trodemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of [.aws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Af€ment Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
tUU20to
F
FIRM ENERGY SALES AGREEMENT
(10 aIUW or Less)
Project Name: Ryeerass Windfailn
ProjectNumber: 21615135
THIS AGREEMENT, enterod into on rhr" I ?- aav * NOOe*kr2OlO betrneen
RYEGRASS WINDFARM, LL,C (Seller), and IDAIIO POWERCOMPAI.IY, an Idaho corporation
(Idaho Power), hercinafter sometimes referred to collectively as "Parties" or individually as'?arty."
WITNESSETH:
WHEREAS, Seller will design, constnrct, own, maintain and operate an electric geireration
facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is willing to purchase, firm electic energy
produced bythe Seller's Facility.
TIIEREFORE, In consideration of the mutual covenants and agreemeirts hereinafter set forth" the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the ap,pendices attached hereto, the following terms
shall have the following meanings:
l.l "Availability Shortfall Price" - The curr€nt month's Mid-Columbia Market Energy Cost minus
the current month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value l6ss rhan 15.00 Mills/kwh the result shall be 15.00 Mills/kWh.
1.2 "Business Days- - means any calendar day that is not a Saturday, a Sunday, or a NERC
reoognized holiday.
1.3 "Calculated Net Energy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maJdmum energy
-l-
tUv20t0
l.l2 "First Enerey Date' - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and the Seller begins delivering en€f,gy to
Idaho Power's system at the Point of Delivery.
I . I 3 "Forced Outase" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Poweds ability to accept Net Energy at
the Point of Delivery for non-economic realions, as a result of Idaho Power or Facility: 1)
equipment failure which was gq! the result of negligence or lack of preventative maintenance, or
2) responding to a hansmission provider curtailme,nt order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance penod, or 4) planned maintenance or constnrction of the Facility or
electrical lines required to s€rve this Facility. The Parties shall make commercially reasonable
efforts to perform this unplanned preventative maintenance during periods of low wind
availability.
I . 14 "flgew Load_lleurs" - The daily hours beginning at 7:00 anr, ending at I I :00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Me,morialDay,
Independence Day, l"abor Day, Thanksglving and Christmas.
l.l5 "Inedycrtenl_Egergd'- Electric energy Seller does not intend to gen€rate. Lradvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
Ll6 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
l.l7 "Initial Capacity Determination'- The process by which Idaho Power confinns that under
normal or average design conditions the Facility will ge'nerate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
l.l8 "Light Load Hours" - The daily hours beginning at 11:00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Meinorial Day, Inde,pe'ndence
Day, [abor Day, Thanksgiving and Christmas.
-3-
tU,/20t0
l.l9 "@" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the Maering Point and the point the
Facility's energy is delivered to the Idaho Power elecfical system. The loss calculation formula
will be as specified in Appendix B of this Agree,ment.
l.2O "Market Energy Reference Price" - Eighty-five percmt (85%) of the Mid-Columbia Market
Energy Cost.
l.2l *Materid
"each" - A Default (paragraph 19.2.1) zubject to paragraph 19.2.2.
1.22 "Maximum Capacity Amount" - The maximum capacrty (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.23 "Mechanical Availability'' - The perc€ntage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculatod Net Energy Amount for the applicable month. Any damages due as a result of the
Seller falling short of the Mechanical Availability Guarantee for each month shall be determind
1.24
t.2s
in accordance with paragraph 6.4.4.
"Mechanical Availability Guarantee" shall be as defined in paragraph 6.4.
"Metgdsg-&@es!: - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and tele,maer bi-
directional power flows from the Sellet's Facility at the Maering Point.
"M@ng Point" - The physical point at which the Metering Equipment is located that enables
accurate measut€ment of the Test Energy and Net Eneqgy deliveries to ldaho Power at the Point
of Delivery for this Facility that provides all necessary data to administer this Agreement.
"Mid- Cohunbia Market Energry Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid4olumbia Index (Dow Jones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid€olumbia Indcx price is discontinued by the reporting agqrcy, both Parties
will mutually agree upon a replace,ment index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacernent index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
t.26
1.27
tt/U20t0
1.28 "Nameplatg.ee@ity'' -The full-load elecnical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, zuch as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowafts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "Net Egglg" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours ftWh) delivered to Idaho Power at the Point of Delivery. Subject to
the terms of this Agreernent, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery forthe full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.30 "OoerationDglg" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
l.3l *Pobt-qptlitelf'- The location specified in Appendix B, where Idaho Power's and the
SellEr's electrical facilities are interconnected and the energy from this Facility is deliveled to the
Idaho Power electrical systan.
1.32 *Prudcnt Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily usd in electrical engineering and operations to operate eleckic equipment lawfully,
safely, dependably, effi ciently and economically.
1.33 "Scheduled Operation Date" - The date specifid 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.
1.34 ooSchedulelZ - Idaho Power's TariffNo l0l, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical system as specified within
Schedule 72 andthis Agreement.
1.35 '(Season" - The three periods identified in paragraph 6.2.1 of this Agreernent.
-5-
tuil2oto
1.36 "S@Fac:[itid - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.
1.37 "station Use" - Elechic energy that is used to operate oquipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.38 "Sufficient Prime Movef'means wind speed that is (l) equal to or grcater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energ/
and (2) qual to or less than the generation unit's manufacturer-specified maximum lwels at
which the generation unit can safely produce energy.
1.39 "Sumlus Enersy''- All Net Energy produced by the Seller's Facility and delivered by the Facility
to the ldaho Power electrical system prior to the Operation Date.
1.40 "Total Cost of the FacilV'- The total cost of stnrctures, equipment and appurtenances.
1.41 "Wind Energy Production Forecast" - A forecast of e,lrergy deliveries from this Facility provided
by an Idaho Power administered wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the fbr€casring model as specified in Appendix E.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Indegendeirt Investigation - Seller warants and re,presents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herenx" Seller has
investigated and determined that it is capable of performing hercunder and has not relied upon
the advice, experience or expertise of ldaho PowEr in connection with the transactions
contemplated by this Agreement.
Seller Inde,pendeirt ExoErts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE trt: WARRANTIES
No Warrantv bv Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho-6-
rvr2oro
2.1
.,,
3.1
3.2
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, stnength, capacrty, adequacy or economic feasibility.
Oualiffing Facilitv Status - Seller warrants that the Facility is a "Quali$ing 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 Qualifring Facility status during the term of
this Agreernent and Seller's failue to maintain Quali&ing Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 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. I . I Submit proof to Idaho Power that all licenses, pemrits or approvals ntressary for Seller's
operations have beeir obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 CFR 292-201 Et
seq. as a certified Quali&ing Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion lrtrer signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, p€rmits and approvals as set forth in paragraph 4.1.1 above are lepfly
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 Irtter. The Opinion lef,ter will be in a form
acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that ldaho Power is relying on said opinion. Idaho Power's acc€,ptance of the
form will not be umeasonably wittrheld. The Opinion Letter will be governed by and
-7-
tUv20t0
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Law (1991).
4.1.3 Initial Caoacity Determination - Submit to Idaho Power such data as ldaho Powermay
reasonably require to perforrr the Initial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover datq
resouroe characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho PowEr will review the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specifred in Appendix B of this Agreement and the
cumulative manufacture Nameplate Capacityrating of the individual generation
units at this Facility is less than l0 MW. The Seller shall submit detaild,
manufacturer, verifiable data of the Nameplate Capacity ratings of the actual
individual generation units to be installed at this Facility. Upon verification by
Idaho Powerthat the data provided establishes the combined Name,plate Capacity
rating of the generation units to be installed at this Facility is less than 10 MW, it
will be deerned that the Seller has satisfied the Initial Capacity Determination for
this Facility.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and eirgineering
documentation that establishes the Nameplate Capacrty of each individual geireration unit
that is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the providod data and detennine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
units.
4.1.5 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineeds Certification of Operations and Maintenance
(O&M) Policy as describod in Commission Order No.21690. These certificates will be
-8-
ll/l/2010
in the form specified in Appendix C but may be modified to the exte,lrt necessary to
recognize the differ€nt engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance rcquired in Article XItr.
4.1.7 Interconnection - Provide written confrmation from ldaho Powetr's delivery business
unit that Seller has satisfied all interconnection rcquire,ments.
4.1.8 Network Resource Designation - The Seller's Facility has been designated as a network
resoulpe capable of delivering firm energT up to the amount of the Maximum Capacity.
4.1.9 Written Acceptance * Request and obtain written confirrration from Idaho Power that all
conditions to acceptance of energy have been fulfilled" Such written confirmation shall be
provided within a sommercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM A}.TD OPERATION DATE
5.1 Tenn - Subject to the provisions of paragraph 5.2 below, this Agreernent shall become effective
on the date first written and shall continue h full force and effect for a period of 20 Contract
Years from the Operation Date.
5.2 Otreration Date - The Operation Date rnay occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been rsceived.
c) Seller has demonstrated to ldaho Power's satisfaction that the Facility is complae and
able to provide energy in a consistent, reliable and safe manner.
d) Sellerhas requested an Operation Date from Idaho Power in a wriuen format.
e) Seller has received written confirmation from ldaho Power of the Operation Date.
This confinnation will not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delalr - Seller shall cause the Facility to achieve the Oper,ation Date on or before
-9-
tvU20t0
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and constnrction process that ry! Force Majeure events accepted by both
Parties, shell not pr€vent Delay Liquidated Damages from being due and owing as calculated in
accordance with this Agreernent.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Demages calculated at the end of each calendar month after the Scheduled
. Operation Date as follows:
Delay Liquidated Damages ar€ equal to (Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 dividd 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.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date, the Seller shall pay tdaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled
Operation Date, such failure will be a Material Breach and Idaho Power may terminate this
Agreement at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable using the
Delay Liquidated Damage calculation described h 5-3.1 above for all days exceeding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach or
ldaho Power terminates this Agreement.
Seller shall pay ldaho Power any calculated Delay Liquidated Damages within 7 days of when
Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these danages within the specified time will be a Material Breach of this
5.5
-10-
tvv20ro
5.7
Agreement and ldaho Power shall draw fimds ftom the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
Prior to the Seller executing this Agreement, the Seller shall have ageed to and executed alef,tsr
of Understanding with Idaho Power that contains sf minimum the following requirements:
a) Seller has filed for interconnection and is in compliance with all payments
and requirements of the interconnection process
b) Seller has received and accepted an interconnection system impact study for
this Facility.
c) Seller has provided all information required to enable Idaho Power to file an
initial transmission capacity request.
d) Results of the initial transmission capaclty request are known and acceptable
to the Seller.
Seller acknowledges responsibility for all interconnection costs and any costs
associated with acquiring adequate firm tnansmission capacity to enable the
project to be classified as an Idaho Power designated firm network resource.
If the Facility is located outside of the Idaho Power service territory in
addition to the above requirements, the Seller must provide evidence that the
Seller has acquired firm transmission capacity from all required transmitting
entities to deliver the Facility's EtrErgJ to an acceptable point of delivery on
the ldaho Power electrical systern.
Wittrin thirty (30) days of the date of a final non-appealable Commission Order as specified in
Article XXI approving this Agreement; Seller shall post liquid security ("Delay Securibfl) in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
e)
5.8
-l l-
tUU20to
Failure to post this Delay Security in the time specifiod above will be a Material Breach of this
Agree,ment and Idaho Power may terminate this Agreement.
5.8.1 Delay Security The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estirnated
reveoue. Where the estimated three months of rcve,nue is the estimated revetrue
associated with the first threc full months following the estimated Scheduled Operation
Date, the estimated kWh of onergy production as specified in paragraph 6.2.1 for those
three months multiplied by the All Hours Energy Price specified in paragraph 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a
generation inte,rconnection agreement speciffing a schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid all required interconnection
costs or (2) a generation interconnection agre€m€ot is substantially complete and
all material costs of interconnection have been identified and agFed upon and
the Seller is in compliance with all terms and conditions of the generation
interconnection agreement, the Delay Security calculated in accordance with
paragaph 5.8.1 will be reduced by ten percent (l0o/o).
5.8.1.2 If the Seller has received a rpduction in the calculated Delay Security as specified
in paragraph 5.8.1.1 and subsequently (1) at Seller's r€quest, the generation
interconnection agreement specified in paragraph 5.8-l.l is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Opcration
Date, or (2) if the Seller does not maintain compliance with the generation
interconnec'tion agt@ment, the full amount of the Delay Security as calculated in
paragraph 5.8.1 will be subject to reinstatement and will be due and owing within
5 business days from the date Idaho Power rcquests reinstatemeirt. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
-12-
tUu20t0
6.1
6.2
5.8.2 Idaho Power shall release any remaining security posted hereunder after all
calculated Delay Liquidated Damages are paid in full to Idaho Power and the
earlier of: l) 30 days after the Operation Date has been achieved, or 2) 60 days
after the Agreernort has been terminated.
ARTICLE VI: PIJRCHASE AND SALE OF NET ENERGY
Delivery and Accepance of Net Energy - Except when either Party's performance is excused as
provided herein, Idatro Power will purchase and Seller will sell all of the Net Energr to Idaho
Power at the Point of Delivery. All Inadvertent Enerry producod by the Facility will also be
delivered by the Seller to ldaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delive,red by the Seller to
the Point of Delivery exceed the Ma;rimum Capacity Amount.
Net Enerey Amounts - Seller intends to produce and deliv€r Net Energy in the following monthly
amounts. These amounts strall be consistent with the Mechanical Availability Guarantee.
6.2.1 Initial Year MonthlyNet Enercy Amounts:
Month
March
April
May
July
August
November
December
kwh
3,863,000
3,g69,000
4,524,000
3,246,000
3,613,000
4,161,000
4,807,000
Season 1
Season 2
June 3,y7Z,OOO
September 4,864,000
Season 3 Octob€r 5,665,000January 3,134,000
February 3,517,000
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (107o) of the sum of ttre Initial Year
Monthly Net Enerry Amounts as specified in paragraph 6.2 shall constitute an event of default.
-13_
tUv20t0
6.3
6.4 Mechanical Availability Guarantee - After the Operational Date has been established, the Facility
shall achieve a mini6gla monthly Mechanical Availability of 85Yo for the Facility for each month
during the full term of this Agreement (the *Mechanical Availability Guarantee"). Faihre to
achieve the Mechanicd Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6-4.1 At the same time the Seller provides the Monthly Power Production and Availability
Report (Appendix A), the Seller shall provide and certifr the calculation of the Facility's
curr€nt month's Mechanical Availability. The Seller shall include a summary of all
information used to calculate the Calculated Net Eneqgy Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact
on generation outpuL and (c) scheduled maintenance and Station Use information.
6.4.2 The Seller shall maintain and retain forthree years deailed documentation supporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation sup,porting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offces.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 percent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
€Nrergy payment. If an unpaid balance rcmains after the darnages are offset against the
energy pa)ment, the Seller shall pay in full the remaining balance within 30 days of the
date of the invoice.
-14-
tvu20to
7.1
ARTICLE Vtr: PI.]RCTIASE PRICE AND METHOD OF PAYMENT
Heavy Ioad Punchase Price - For all Net Energy received during Heavy Load Hours,
Idatro Power will pay the nonJevelized energy price in accordance with Commission Order
31025 adjusted in accordance with Commission Order 30415 for Heavy load Hour Energy
deliveries, adjusted in accordance with Commission Order 30488 for the wind integration charge,
and with seasonalization factors applied:
Year
2010
20tt
2At2
20t3
2014
20t5
2016
2017
2018
2019
2020
202t
2422
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2433
Seasonl-(73.50olo)
Mills/kwh
40.52
42.80
45.32
47.71
s0.29
53.05
54.il
56.20
57.90
59.57
6t.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
Season 2-(120.W%\
Mills/kWh
66.15
69.87
74.00
78.18
82.74
87.64
90.46
93.23
96.25
99.21
t02.27
105.90
109.67
I13.59
117.66
121.90
125.49
129.20
133.03
136.97
r4t.04
146.51
151.30
156.26
Season3-(100.00%o)
Mills&Wh
55.12
58.24
61.66
64.92
68.42
72.17
74.34
76.61
79.t2
81.59
84.14
87.16
90.31
93.57
96.97
r00.50
103.49
106.58
109.77
113.06
l16.45
121.01
125.00
t29.13
7.2 Light Load Purchase Price - For all Net Energy received during Light load Hours, Idaho Power
will pay the non-levelized energy price in accordance with Commission Order 31025 adjusted in
accordance with Commission Order 30415 for Light [,oad Hour Energy deliveries, adjusted in
acco'rdance with Commission Order 30488 for the wind integration charge, and with
-15-
tUU20to
seasonalization factors applied:
Season l -Q350Yo)
Year Mills/kwh
Season2-(l20.0ooA
MiUsftWh
58.1I
61.84
65.95
69.86
74.06
78.9t
81.73
84.50
87.51
90.47
93.53
97.16
100.93
104.85
108.92
113.16
116.76
t20.47
124.29
t28.24
132.31
r37.77
t42.s6
1.47.52
Season3-(10O.007o)
Mills/kwh
48.42
51.54
s4.96
58.22
61.72
65.48
67.64
69.76
72.07
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.21
99.30
t02.49
105.78
t09.17
tt3.73
117.72
121.85
2010
201 1
20r2
20r3
201.4
2015
2016
20t7
2018
2019
2020
202r
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
Year
2010
201 I
2012
2013
2014
20t5
35.59
37.88
40.40
42.79
45.37
48.13
49.72
51.28
52.97
54.6s
56.37
58.41
60.54
62.74
65.04
67.43
69.45
71.55
73.70
76.03
78.52
81.87
84.80
87.84
7.3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Price shall be the nonJevelized energy price in accordance with Commission Order 31025
adjusted in accordance with Commission Order 30488 for the wind integration charge, and with
seasonalization factors applied:
Season L - (73.50 yo) Season 2 - (120.00 o/o\ Season 3 - (100.00 7o)
Mills/kwh
38.33
40.61
43.13
45.52
48.10
50.86
Mills&Wh
62.57
66.30
70.42
14.33
78.85
83.75
Mills/kwh
52.t4
55.26
58.68
6r.93
65.4
69.19
tyu20t0
-16-
20t6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203r
2032
2033
52.45
54.01
55.71
57.37
59.10
61.14
63.27
65.48
67.78
70.16
72.18
74.28
76.58
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
9s.32
98.38
102.01
105.78
109.70
tt3.77
I18.01
12t.60
tzs.3t
t29.r4
133.09
137.16
142.62
147.41
152.37
71.36
73.48
75.88
78.35
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.35
106.53
109.82
tt3.2t
t17.77
121.76
125.89
7.4
7.5
Sumlus Energ.v Price - For all Surplus Ene.gy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price orthe All Hours Energy Price specified in paragraph
7.3, whichever is lower.
lnadvertent Enerqv-
7.5.1 Inadvertent Energy is electric e,nerryproducedby the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the elrergy was delivered.
(Forexample Janruary contains 744 hotus. 744 hours times 10,000 kW:7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kwh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
l0 average MW and therefore does not intend to generate Inadvertent Energ5r,
Idaho Power will accept Inadvertent Energy that does not exceed the Maximum
Capacrty Amount but will not ptrchase or pay for lnadvertent Energy.
Payment Due Date - Undisputed Energy pa)4m€nts, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described in Appendix E and any other palments due ldaho
'17'
tvrtzoro
7.6
7.7
Power, will be disbursed to the Seller within 30 days of the date which Idaho Power receives and
accepts the documeirtation of the monthly Mechanical Available Guarantee and the Net Energy
actually delivered to Idaho Power as qpecified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as zuch, the
rat€s, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Companv v. Idaho Public Utilities Commission- 107
Idaho I 122,695 P.2d I 261 (1985), Afton Energy. lnc. v. Idaho Power Company. I l1 Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Seller netains ownership under this of Green Tags and Renewable Energy Certificates
@ECs), or the equivalent environmental attributes, directly associated with the production of
energy from the Selleds Facility sold to Idaho Power.
ARTICLE D(: FACILITY A}.{D INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, op€rate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadverteirt Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72,tbe Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 andthe Generation Interconnection Process, including but not limited to
initial costs incurred by ldaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintEnance expenses.
8.1
9.1
9.2
tt/u20to
10.1
ARTICLE X: METERING AND TELEMETRY
Metering - Idaho Power shall, fs1th. account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. Ttre Metering
Equipment will be at the location and the tlpe required to measur€, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy and maximum enerry deliveries ftW) at
the Point of Delivery in a manner to provide Idaho Power adequate etrergy measuremetrt data to
administer this Agreeme'nt and to integrate this Facility's energy production into the Idaho Power
electrical system.
10.2 Telemetry- Idaho Powerwill install, operate and maintain at Selleds expense metering,
communications and telemetry which will be capable of providing Idaho Powerwith
continuous instantaneous telemetry of Selle/s Net Energy and Inadvertent Energy produced and
deliverd to the ldaho Power Point of Delivery to Idaho Powe/s Designated Dispatch Facility.
ARTICLE XI - RECORDS
ll.l Maintenanceof Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, lnadvertent Energy
and maximum generation (kW) records in a form and content acceptable to ldaho Power.
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 generation, Net Energy, Station Use,
Inadvertent Energy and maximtrm generation (ktW) records pertaining to the Selleds Facility.
ARTICLE Xtr: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agree,rnent.
12 .2 Enersv Acceotance -
-19-
tr/v2010
12.2.1 ldaho Power shall be excused frrom acce,pting and paylng for Net Energy or accepting
Inadvertent Energy which would have othernise been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is preve,nted from doing so by an
event of Force Majeure, Forced Outage or temporary disconnection of the Facility in
accordance with Schedule 72, lf, for reasons other than an event of Force Majeure or a
Forced Outage, a temporary disconnection under Schedule 72 exceeds tweirty (20) days,
beginning with the tu,eNty-first day of such intemrption, curtailment or reduction, Seller
will be deemed to be delivering Net Energy at a rate equivalent to the pro rata daily
average of the amounts specified for the applicable month in paragraph 6.2. Idaho Power
will notiff Seller when the intemrption, curtailment or rcduction is terminated.
12.2.2 lf, in the reasonable orpinion of Idaho Power, Selleds 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 te,mporarily
disconnect the Facility from Idaho Power's transmissioo/distribution syst€xn as specified
within Schedule 72 or take such other rcasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energ5r and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any momeirt in time. Seller's failure to limit dcliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.2.4 If ldaho 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 acce,pt. Idaho Power will bave
no responsibilrty to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule 6f significant Facility maintennnce for that calendar year
-20-
tyt/2010
12.4
t2.s
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination as to the acc€ptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudeirt Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
Maintenance Coordination - The Seller and ldaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
Contact Prior to Curtailment - Idaho Power will make a reasonable atte,mpt to contact the Seller
prior to exercising its rights to intemrpt inrcrconnection or curtail deliveries frrom the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or,'nplanned evqrts ldaho Power may not be able to prrovide notice to
the Seller prior to internrption, curtailment, or reduction of electical energy deliveries to
Idaho Power.
ARTICLE XIft INDEMNIFICATION A}.{D INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third pennns for injury to or death of person or injury to property,
proximately caused by the indemniffing Pafty's (a) constnrction, ownership, operation or
maintenance o( or by failure of, any of such Party's worts or facilities used in connection with
this Agreeurent or (b) negligent or intentional acts, errors or omissions. The indemniffing Pafty
shall, on the other Party's request, defend any suit asserting a claim covened by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
13.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
13.1
13.2
-2t-
tUt/20ro
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consiste,nt with curre,nt Insurance Industry Utility practices for
similar property.
13.2.2 "I\e above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior writt€n notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller sball frrnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
13.4 Seller to Noti& ldaho Power of Loss of Coveraee - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller will immediately notiff Idaho Power in wdting.
The notice will advise Idaho Power of the specffic neasnn for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any sause
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
Go{ fire, floo{ stonns, was, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Effective Date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
If either Party is rendered wholly or in part unable to perform its obligations under this
14.1
-22-
rvu20ro
Agreerrent because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occrurence of the Force Majeure, give the other Pafi written notice describing
the particulars of the oocurrence.
(2) The suspe'nsion of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspersion of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occrurence.
ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liability. ]rfothing in this Agreeurent 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 indircct, spocial, consequential, nor punitive
damages, except as expressly authorized by this Agree,ment.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication ofthat Party's system or any portion thereofto the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, tle 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 cr€ate an association, fiust, partnership or joint
venflre 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
-23-
tU,/20to
l6.l
t7.t
Agreement.
ARTICLE XVtr: 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 nsl bc
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIft CHOICE OF LAWS AND VENTJE
l8.l This Agreement shall be constnred and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
18.2 Venr.r€ for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XDC DISPUTES A}.{D DEFAIJLT
Disputes - All disputes related to or arising under this Agreement, including but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
l9.l
Agreement (an "went of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, speciffing the manoer in which such
default occurred. If the defaulting Party shall fail to cure zuch default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
dernonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day p€riod and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not applyt9.2.2
-24-
tvU20t0
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occrurence of the bneach.
19.3 Sectrity for Perforrrance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
I 9.3. I Insurance - Evidence of compliance with the provisions of paragraph I 3.2. If Seller
t9.3.2
fails to comply such failure will be a Material Breach and may only be curod by
Seller supplying evidence that the required insurance coverage has be€n replaced or
reinstated;
Ensine€r's C€fiifications - Every thee (3) years after the Operation Date, Sell€r will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the fomr specifred in Appendix C. Seller's
failurc to supply the required certificate will be an event of default. Such a default
may only be cured by Sellerproviding the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any trEw or
additional permits or lice,nses. 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 perrrits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may onlv be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
19.3.3
20.1 This Agreement is subject to the jurisdiction of those govemmental agencies having control over
either Party of this Agreemeirt.
-25-
tU,/20to
2t.t
ARTICLE XXI: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's apprcval of all terms and
provisions hereof without change or condition and declaration that all payrreirts to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
22.1
ARTICLE XXIT: 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, except that no assigme,nt
hereof by either Party shall become effective without the written coment of both Parties being
first obtained. Such cons€ot shall not be unreasonably withheld. Notwithstanding the foregoing,
any pafiy 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 of consent or aprproval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreement. This article shall not prcvent a financing e'ntity
with recorded or secured rights from exercising all rights and re,medies 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
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXIV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Intenconnection Facilities.
ARTICLE XXV: NOTICES
All written notices under this Agree,ment shall be directed as follows and shall be considered
24.1
25.1
-26-
tvu2arc
delivered when faxe4 e-mailed and confirmed with deposit in the U.S. Mail, first+lass, postage
pr€pai( as follows:
To Seller:
Orieinal docunent to:
Ryegrass Windfhrm, LLC
Attention: Maurice Miller, Authorized Manager
3145 Geary Blvd.,#723
San Francisco, CA 941l8
E-mail: [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: Lgrow@idahopow€f,.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing writte,n
notice from an authorized person representing the Pary.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 This Agrcement includes the following ap,pendices, which are attached hereto and included by
reference:
Appe'ndix A - Monthly Powerhoductionand Availability Re,port
Appendix B - Facility and Point of Delivery
AppendixC - Ensineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Wind Energy Production Forecasting
-27-
I l/l/2010
27.1
ARTICLE XXVTI: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreemeirt shall not affect the
validity or enforceability of aay other terms or provisions and this Agreement shall be constnred
in all other r€spects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVItr: COI.JNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which sball be deemed an
original but all of which together shall constitute one and the same insEument.
ARTICLE XXD(: ENTIRE AGREEMENT
This fureement constitutes the entire Agreement of thE Parties conc€rning the subject matter
hereof and supersedes all prior or contemporaneous oral or writte, r agreements between the
Parties concerning the subject matter hereof.
IN WINESS WIIEREOF, The Parties hereto have caused this Agrement to be executed
in their respective names on the dates set forth below:
ldaho Power Company Ryeerass Windfarm- LLC
29.1
By
*'"u
I l. I z'to Dated /r- z - z6/o
Sr. Vice President, Power Supply
"ldaho Power"
-28-
"Selled'
tUU20to
APPENDD(A
A-I MONTIILY POWER PRODUCTION AND AVAILABILITY REPORT
At the end of each month the following required docume,ntation will be submitted to:
Idaho PowerCompany
Attn: Cogeneration and Small Power Production
PO Box 70
Boiss Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility's total energy pncduction delivered to Idaho Power and Station Usage and the
maximum generated eo€ryy GW) as recorded on the Metering Equipment and/or any other requircd
energy measurements to adequately administer this Agrcement. This document shall be the document to
enable ldatro Power to begin the energy paym€nt calculation and payment process. The meter readings
on this r€port shall not be usd to calculate the actual palment, but instead will be a check ofthe
automated meter reading information that will be gathered as described in itern A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
-29-
tuU20to
ProJect Name
Addrerc
Ctty
Idaho PowerCompany
Cogeneration and Small Power Production
MONTHI,Y POWER PRODUCIION AND AVAILABILTTY REPORT
Project Number:
Phone Number:
Net Fecllity
Outout
Meter Number:
Stadon
Usaqe
Stedon
Useqe
Metqcd
MrrimumGenenffon
kw
Net Generedon
End of Month kTYh Meter Reeding:
Beeinnfng of Month kTVh Metcr:
Dlfrerence:
Times Meter Constent:
kTYh for the Month:
Metered Demrp6;
Mechenicel Aveilabilitv Guarentee
Seller Calculeted Mechanlcel Avetlability
As specified tn this Agreement, the Scller shdl indude with this monthly report r rummrry stetement of the
Mechanical Availebility of thir Fecllity for the calender month. This summery shall include deteile es to how
the Seller celculated this velue and summera of the Facllity deta used ln the celculetion" Ideho Power and
the Seller shdl work togettrer to mutually develop a summary report thet provider the requlred datr. Ideho
Power reserves the right to review the detalled drta used in thls celculedon as dlowed withh the Agreement.
Signature Dete
-30-
tUU20t0
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telcmetry equipment and processes to collect
the meter reading information from the Idatro Power providd Metering Equipment that measures the Net
Energy and eirergy delivsred 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 prcduction, Station Use, the
maximum generated power (kW) and any other r€quired €n€rgy measurements to adequately administer
this Agreement.
A.3 ROUTTNE REPORTING
Idaho Power Contact Information
Daily Energy Production Reoorting
Call daily by 10 a.m., l-800-356-4328 or 1-800635-1093 and leave the following
information:
o Project Identification - Project Name and Project Number
o CurrentMeterReading
: ;:1ffi:*3r#ffifirfi:;ffir'
Planned and Unplanned Projoct outaees
Call 1-800-345-1319 and leave the following information:
. Project Identification - Project Name and Project Numbero Approximate time outage occurred
Estimated day and time of project coming back online
Seller' s Contact Information
24-Hour Project Operational Contact
Name: Glenn Ikemoto
Telephone Number: 510 655-7600
Cell Phone: [phone]
Proiect On-site Contact information
-31-
Telephone Number:
tUU20to
B-l
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Ryegrass Windfarm
Project Number: 21615135
DESCRIPTION OF FACILITY
(Must incbde the Nameplate Capcity rating and VAR capability (both leading and laghg) of all
generation units to be included in the Facility.)
The Facility will be comprised of approximately l0 wind turbines with a cumulative nameplate
rating that will not exceed the Maximum Capacity Amount as specified in item B-4 and not less
than 18 MW. At the time this Agreement was execute4 selection of the turtine manufacturer
had not been finalized by the Seller. No later than 60 days prior to the Facility achieving its First
Energy Date, the Seller shall provide ldaho Power a precise, detailed description of the wind
turbines selected and quantity. The Facility is currcntly considering use of up to I I REpower
MM92 wind turbines (Nameplate Capacity rating up to 2.O5MWturbine, 0.95 lead/0.95 lag
power factor), or up to l0 Siemens SW 101 wind tr,rbines (Nameplate Capacrty rating up to
2.30MWtu6ine, 0.90 lead/0.90 lag power factor), or other wind turbine models.
LOCATION OF FACILITY
Near: Mountain Home, ID
T4S R8E SEC 25,36
T4S R9E SEC 30,3I
T5S R8E SEC I
County: Elmore,ID.
Description of lnterconnection location: The Facility will interconnect to the ldaho Power
transmission system at230 kV with a tap at T4S, R9E, SEC 21, Elmore County, ID, or other
location specifred in the interconnection agre€ment.
B-2
-32-
tuU20lo
B-4
Nearest Idaho Power Substation: King Substation. Elmore County. ID
SCHEDTJLED FIRST ENERGY AND OPERATION DATE
Seller has selected December 31. 2011 as the Scheduled Fint Energy Date.
Seller has selected December 31. 2012 as the Scheduled Operation Date.
In making these selec'tions, Seller recognizes that adequate testing of the Facility and complaion
of all requirernents in paragaph 5.2 of this Agreemeot must be completed prior to the project
being granted an Operation Date.
MA)flMIJM CAPACTTY AMOUNT:
This value will be 23 MW which is consisteirt with the value provided by the Seller to ldaho
Power in accordance with Schedule 72. This value is the maximum energy (I{W) that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any momeirt in
time.
At the time this Agreerrent was executed the Seller had requested only 20 MW of capacity in the
interconnection and transnission capacity process. Prior to the project delivering energy that
exceeds 20 MW, the Seller must rEquest and be granted additional capacity up to but not
exceeding 3 MW in both interconnection and transmission capacity by ldaho Power. The Seller
must make this additional capacity rquest using the routine ldaho Power interconnection and
transmission capacity prccess and strall be responsible for all costs associated with this additional
capacity request. Under no circumstances will the Nameplate Capacity of this Facility exceed
23 MW. If the installed capacity is less than the Ma:rimum Capacity Amount at the end of the
first Contract Year, the Maximum Capacity Amount will be adjusted downward to reflect the
actr.ral nameplate rating of the wind turbines installed. This revised Maximum Capacity Amount
will then remain in effect for the remaining terrn of this Agreement.
POINT OF DELTVERY
"Point of Delivery' means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho P.ower electrical system. Schedule 72 will determine
-33-
tt/il201o
B-5
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
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 systern 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 en€rgy
deliveries by the Seller to the tdaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses ftWh) betweco the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially *l at 2o/o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipmeirt specifications (transformer loss
specifications, conductor sizes, etc.) of all of the elechical equipment betrneen the Facility and the
Idaho Power electrical syst€m, 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 rernaining 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 elestrical
equipment between the Facility and the ldaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
8.7 METERING AND TELEMETRY
Schedule 72will determine the specific met€ring and telemetry requirements for this Facility. At
1[s minirnum, the Metering Equipment and Tele,mary equipme,nt must be able to provide and
record hourly en€rgy deliveries to the Point of Delivery and any othcr energy measursments
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, ldaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipnent, desig[ and installation of the Idaho
Power provided equipment. Seller will arftmge for and make available at Seller's cost
-34-
tUlt20to
coilrmunication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Poweds use terminating at the ldaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the Facilities e,nergy production.
Idaho Power provided equipment will be ownd and maintained by Idaho Power, with total cost
of purcha-se, installatio4 operation, and maintenance, including administrative cost to be
reimbursod to ldaho Power by the Seller. Paynent of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for ge,neration from this Facility until a Networt Resource
Designation ('NRD") application has been accepted by Idaho Power's delivery business unit.
Federal Energr Regulatory Commission (*FERC') nrles require Idatro Power to prepare and
submit the NRD. Becausc much of the information Idaho Power needs to pr€pare the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely mann€tr is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable ldaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all rquirerrents as specified in Paragraph 5.7 of this Agreement.
Seller's failure to provide complete and accurate information in e timely mrnner can
signilicently impect Idaho Power's ebility and coct to ettain the IYRD designafion for the
Seller's Facitity and the Seller shall bear the costs of any of thece delays that ere a result of
rny action or inecdon by the Seller.
-35-
tvv20to
APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersiped on behalf of himself/herself and
, hereinafler collectively referred to as 'Engineer," hereby states and certifies to the Seller
as follows:
t. That Engineer is a Licensed Professional Engneer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreernent, hereinafter "Agroement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Ageement
and is hereinafter referred to asand this Statement is identified as IPCo Facility No.
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 fumish electrical energy
to ldaho Power for a _ year period.
6. That Engineer has substantial experience in the design, constnrction and operation of electric
power plants of the same tlpe 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') forthis Project and it is his pmfessional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in tle
-36-
tuu20to
Project's producing at or near the desUn electrical output, efficiency and plant factor for a _ year
p€riod.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's repr€s€rfations and opinions contained in this Statem€mt.
10. That Enginoer certifies that the above stateme,nts are complete, true and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
By
-37-
tUy20to
and
APPENDX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS A}.ID MAINTENANCE
The undersigned on behalf of himself/herself
hereinafter collectively referred to as "Englneer," hereby states and
certifies to the Seller as follows:
l' That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreernent," betw@n
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agree,ment
and this State,ment is identified as IFCo Facility No.and hereinafter referred to as the
*Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range lBoise Meridiaq _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to filnish electrical en€rgy
to Idaho Power for a year period.
That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Pnoject.
7. That Engineer has no economic relationship to the Design Engrneer of this Project.
-38-
tvu20t0
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's qplrearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good opemating condition; and that if adherence to said O&M Policy continues, the
Prroject will continue producing at or near its design electrical output, efficiency and plant factor for the
_ ycars of the Agree,ment.
9. That Engineer recognizes that Idnho Power, in accordance with paragraph 5.2 of the Agree,ment,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Enginer certifies that the above statements are complete, tnre and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
-39-
tyil20to
APPENDD( C
ENGINEER'S CERTIFICATION
OF
DESTGN & CONSTRUCTTON ADEQUACY
The undersigned on behalf of himsslf/Sqself and
hereinafter collectively referred to as "Engtn@r", hereby states and
certifies to Idaho Power as follows:
l. That Engine€r is a Licensed Professional Engineer in good staoding in the State of ldaho.
2. That Engineer has reviewed the Firm Energy Sales Agree,ment, hereinafter "Agre€,mentn,
betweon Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small pow€r productioo project, which is the subject of the
and is heneinafterAgreement and this Statement, is identified as IPtCo Facility No
referred to as the "Projectu.
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to firnish electrical
energy to ldaho Power for a year period.
6. That Engine€r has substantial experience in the design, constnrction and operation of
electric powerplants of the same tlpe as this Pnoject.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independelrtly.
8. That Engineer has lsviss,ed the engine€ring design and construction of the Project
including the civil worl electrical work, generating equipment, prime mover conveyance system, Seller
funrished Interconnection Facilities and other Pnoject facilities and equipment.
4-
tU,/20t0
9. That the Project has be€n constnrcted in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Elecnical Practices as that term is described in the
Agreeinent.
10. That the design and construction of the Prcject is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreeme'nt and with Prudent Elechical Practices for a year period.
ll. That Eugineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineeds representations and
opinions contained in this Statement.
L2. That Engineer certifies that the above stateme,nts are complete, tnre and accurate to the
best of his/her knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
4t-
tuu2arc
APPENDX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instnrme,nts such as
Cash Escrow Security, Guarantee or Irtter of Credit as those terms are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfu the Delay Security requireme,nt and any other security requiremeirt within this Agreerrent.
For the purpose of this Aprpendix D, the term "Credit Requirements" shall mean acc€ptable
financial creditworthiness of the entity providing the security instnrment in relation to the term of
the obligation in the reasonable judgmant of tdaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-tem investment gnde credit
rating by Standard & Poor's Corporation or Moody's lnvestor SErvices, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash Escrow Security - Seller shall deposit funds in an escnow account established by the
Seller in a banking institution acceptable to both Parties equal to the Delay Security or any
other required security amoun(s). The Seller shall be responsible for all costs, and receive
any interest earned associated with establishing and maintaining the escrow account(s).
Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the Delay
Security or other required security amount(s): (a) a guaranty from aparty that satisfies the Credit
Requirements, in a fonn acceptable to Idaho Power at its discretion, or b) an irrevocable-Letter of Credit
in a forrr acceptable to Idaho Power, in favor of Idaho Power. The Irtter of Credit will be issued by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs associated
with establishing and maintaining the Guarante{s) or L€tt€(s) of Credit.
42-
tuU20t0
APPEI{DD( E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other Qualiffing Facility wind
generation resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater thao 0.1% of the total erergy payments made to Seller by Idaho Power druing the
previous Contract Year.
a. For every month of this Agreement beginning with the fimt full month after the
First Energy Date as specified in Appendix of this Agreement, the Wind Energy
Produotion Forecasting Monthly Cost Allocation (MCA) will be due and payable
by the Seller. Any Wind Enerry Production Forecasting Monthly Cost
Allocations (MCA) that are not reimbursed to Idaho Power shall be deducted
from energ5rpalments to the Seller.
o As the value of the 0.1% cap of thc Facilities total energy payments will not
be known until the first Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.lo/o cap shall be
adjusted to rcflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's energy payments.
b. Dwing the first Contract Year, as the value of the 0.1% cap of the Facilities total
energypaymeNrts will not be known until the first Conhact Year is complete,
tUU20to
Idaho Power will deduct the Facility's calculated share of the Wind Energy
Pncduction Forecasting costs specified in item d each month during the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in egual monthly amounts over the ensuing Contract Year.
c. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
of wind projects having Commission approved agrefitents 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 (TMTYI is equal to the total naneplate rating of all QF wind
projects that are under contract to provide en€rgy to Idaho Power
Company.
Faellitv MW GM\MI is equal to the nameplate rating of this Facility as
specified in Appeirdix B.
Annual Wind Enerw Production Forecrsfine Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to p,rovide Wind Enerry
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-en{ Idaho Power will compare the actual costs
to the estimated costs and any differences befineen the estimated AFCost
and the actual AFCost will be included in the next year's AFCost.
Annual Cost Nlocadon (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA / 1Z
e. The Wind Energy Pncduction Forecasting Montily Cost Allocation (MCA) is
due and payable to Idatro Power. The MCA will first be netted against any
monthly energy payrreirts owed to the Seller. If the netting of the MCA against
44'
tr^tzoro
the monthly energrpayments results in abalance being due Idaho Power, the
Facility shall pay this amorrnt within 15 days of the darc of the palmcnt invoioe.
45-
tUu2oto
EXHIBIT 6
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAIIO POWER COMPAf.IY
AND
TWO POI{DS MNDFARM, LLC
TABLE OF CONTENTS
Article TILE
I Definitions
2 NoRelianceonldahoPower
3 Warranties
4 Conditions to Acceptance of Ene4gy
5 Tcrmand0perationDate
6 Purchase md Sale of Net Energy
7 hrchas€ Price aud M€thod of Palment
I Environmental Attributes
9 Facilityandlnterconnection
l0 Metering audTelemetry
l l Records
12 Operations
13 Indemnification and Insurance
14 Forcc Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of laws and Venue
19 Disputes and Default
20 Gove,mmeotal Authorization
2l Commission Orrder
22 Successors andAssigns
23 Modification
24 Taxes
25 Notices
26 AdditionalTermsandConditions
27 Severability
28 Counterparts
29 Eotirc Agreement Sigratures
Appendix A
AppeidixB
Appendix C
AppendixD
AppendixE
tuu20r0
FIRM ENERGY SALES AGREEMENT
(10 aI\dW or Less)
Project Nmre: Two Ponds Windfarm
Project ltlumber:21515140
THIS AGREEMENT, entered into on a, I ?- a^v ot NOoea tpr2010 between
TWO PONDS WII{DFARM, LLC (Seller), and IDAHO POWERCOMPAI{Y, an Idaho corporation
(Idaho Power), h€reinafter sometimes referred to collectively as "Parties" or individually as *Part5/."
WITNESSETH:
WHEREAS, Sellerwill design, construct, own, maintain and operate an eloctric generation
facility; and
WHBREAS, Seller wishes to sell, and Idaho Power is wifling to purchase, firm electric €n€rgy
produced by the Seller's Facility.
TIIEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agnee as follows:
ARTICLE I: DEFINITIONS
As used in this Agree,ment and the ap,pendices attached hercto, the following terms
shall have the following meanings:
l.l *Availability Shortfall Price" - The current monthos Mid{olumbia MarkA Energy Cost minus
the current month's All Hours Energy Price specifid in paragraph 7.3 of this Agreeme,nt. If this
calculation results in a value less than 15.00 Mills/kwh the result shall be 15.00 Mills/kwh.
'BusiuesgDyg" - means any calendar day that is not a Saturday, a Srmday, or a NERC
recognized holiday.
"Calculated Net Energy Amount" - A monthly estimate, prepared and documeirted afterthe fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum €nergy
1.2
1.3
-1-
tvU20to
deliveries (measured in kwh) for each individual wind nrbine, totaled forthe Facility to
determine the total energy that the Facility could have delivered to Idaho Power during that
month based upon: (l) each wind turbine's Nameplate Capacrty, (2) Sufficient Prime Mover
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduled maintenance, or (5) incidents of Forced Outages less Losses and Station Use. If the
duration ofan event characterized as item 3, 4 or 5 above (measured on each individual
occurrerrce and individual wind turbine) lasts for less than 15 minutes, the,n the event will not be
considered in this calculation. The Seller shall collect and maintain actual data to zupport this
calculation and shall keep this data for 6 minimum of 3 years.
1.4 "Commission" - The Idaho Public Utilities Commission.
1.5 "eephacl-Yeat'' - The period commencing each caleirdar year on the same calendar darc as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Liquidated Damages" - Damages papble to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.
1.7 "DglAl_Perig1!'- All days past the Scheduled Operation Date until thc Seller's Facility achieves
the Operation Date.
1.8 *Delay Price" - The curr€nt month's Mid{olumbia Martet Energ5r Cost minus the current
month's All Hours Energy Price specified in paragmph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.9 "Designated Dispatch Facility" - Idaho Power's Spte,ms Operations Group, or any subsequent
group designated by Idaho Power.
1.10 "Effective Date" -The date stated in the opening paxagraph of this Firm Energy Sales
Agree,ment representing the date upon which this Firm Energy Sales Agreement was fully
executed by both Parties.
l.l I '6Eacili[" - That electric generation facility described in Appendix B of this Agreement.
-2-
tvU20t0
l.l2 "First Enerqy Date" - The day commencing at 00:01 horus, Mountain Time, following the day
that Seller has satisfied the require,ments of Article IV and the Seller begins delivering en€rgy to
Idaho Power's syste,m at the Point of Delivery.
1.13 *Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net EnergSr to the Point of Delivery, or b) Idaho Powet's ability to accept Net Eneqgy at
the Point of Delivery for nonaonomic reasons, as a result of Idaho Power or Facility: 1)
equipmr.ent failure which was g! the result of negligeirce or lack of preve,ntativg maint€nanc€, s1
2) responding to a transmission provider curtailment order, or 3) urylaoned preventative
maintenance to repair equipm.ent that left unreeairea would result in failure of equipmeot prior
to the planned maintenance perioq or 4) plmned mainteoance or consfiuction of the Facility or
electrical lines required to s€Nve this Facility. The Parties shall make commercially reasonable
efforts to perform this urplarned preve,ntative maintcnance &ring periods of low wind
availability.
l.t4 *Hea4tloulllgurq" - The daily hours at 7:00 am, elrding at I l:@ pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Mernorial Day,
Indcpeodence Day, taborDay, Tbanlsgiving and Christuas.
1.15 "bgdyd@t-E4ggC'- Electric cnergy Seller does not intend to gen€rate. Inadvertent e,lrergy is
more particularly describd in paragraph 7.5 ofthis Agreement.
I . 16 "Interconnestio,n Facilities" - All equipment specified in Idaho Power's Schedule 72.
l.l7 "Initial Capacity Determination" - The prrcess by which Idaho Power confirms that under
normal or average desip conditions the Facility will gen€xrate at no mor€ then l0 average MW
per month and is thqefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
I .18 "Ligh-loa<fflgl5 ' - The daily hours beginning at I 1 :00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independeirce
Day, Labor Day, Thanlsgving and Christmas.
-3-
tuu20ro
1.19 l.osses" - The loss of electrical erergy expressed in kilowatt hours (kWh) occurring as a result
of the Eansformation and transmission of eneqgy bctween the Metering Point and the point the
Facility's energy is delivered to the ldaho Power eloctrical system. The loss calculation fonnula
will be as spocified in Appendix B of this Ageement.
"Market En€my Refer€nce Price" - Eighty-five perce,nt (85olo) ofthe Mid{olumbia Market
EnerryCost.
"Mat€rial_Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Marimum Capacity Amount" - The maximum capaciff (MW) of the Facility will be as
specified in Appendix B ofthis Agree,ment.
1.23 "M@hanical A\railabilih/'- The percentage amount calculatedby Sellerwithin 5 days aftcrthe
eind of each month of the Facility's monthly actual Net Eneqgy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any &oages due as a result of the
Seller falling short of the Mechanical Availability Guaraotee for each month sball be determined
in accordance with paragraph 6.4.4.
1.24 "M@hanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.25 "Mgterlgg_E&ipg@fl - All equipmeot specified in Schedule T2,thisAgeemeot and any
additional equipment specified in Appendix B required to measure, record and telemeter bi-
directional pow€r flows fr,om the Selleds Facility at the Metering Point.
1.26 "Meterigg_Point" - The physical point at which the Metering Equipment is locatod that enables
accurat€ measurement of the Test Energy and Net Euergy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessary data to administ€r this Agreement.
1.27 "Mid- Columbia Market Enerry Cost" - The monthly weighted avemage of the daily on-peak and
oflpeak Dow Jones Mid{olumbia Index (Dow Jones Mid{ Index) prices for non-firm eirergy.
If the Dow lones Mid4olumbia Index price is discontinued by the re,porting ag€ocy, both Parties
will mutually agrer upon a replacement index, which i5 similar f6 the Dow Jones Mid4olumbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electical industry.
1.20
t.2t
t.22
4-
tt/U2010
1.28 'tla!0edategepgg!!t''-The full-load elecnical quantities assigned by the designer to a g€rrcrator
and its p,rime mover or other piecc of elechical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-ampenes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "Net E4erglf - All of the electic energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours ftWh) delivered to Idaho Power at the Point of Delivery. Subject to
the terms sf this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the frrll term of the Agroement. Net Eneqgy does not include Inadverteirt Ene4gy.
1.30 "Operation Date" - The day commencing at 00:01 horrs, Mountain Time, following the day that
all requirements ofparagrryh 5.2 have been completed.
l.3l "Poio!-OfDsliyry" - The location specified in Appendix B, where ldaho Power's and the
Seller's elec'trical facilities are interconnected and the en€rgy from this Facility is deliv€,red to the
Idaho Power electical system.
1.32 "Prudent Electrical hactices" - Those practices, methods and equipmeirt that are commonly and
ordinarily used in electrical engineering and operations to operate eloctic equipment lawfully,
safely, dependably, efflciently and economically.
1.33 *Scheduled Opcration Date" - The date specified in Appendix B whe,n Seller anticipates
achiwing 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.
1.34 *Sghedule 72" - Idaho Power's TariffNo l0l, Schedule T2orits suocessor schedules as
approved by the Commission. The Seller shell be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical system as specified withio
Schdule 72 andthis Agreement.
I .35 (Season" * The three periods identifid in paragraph 6.2.1 of this Agreeinent.
-5-
tUu20t0
1.36 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.
1.37 *Station_Use" - Electric energy that is used to op€rate equipment that is auxiliary or othcru.isc
rrelated to the production of electricity by the Facility.
1.38 *Sufficient Prime Mover' mcans wind speed that is (l) e+ul to or great€r than the gc,nemation
rmit's manufacturer-specified minimum levels rcquired forthe generation unit to pncduce eNrerry
and (2) equal to or less tha" the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce en€(gy.
1.39 "Suelus Energy''- All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power eloctrical syst€m pnor to the Operation Date.
1.,10 '@ - The total cost of stnrctures, equip,rnent and ap,purtenances.
I .41 "Wind Energuv Production Forecast" - A forecast of energSl deliveries from this Facility provided
by an Idaho Power administened wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in App€rdix E.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
2.1 Seller Indeoendent Investication - Seller wanants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herEin, Seller has
investigatod and det€rmined that it is capable of performing hereunder and has not relied upon
the advice, experience or expcrtise of Idaho Power in connection with the transactions
contemplated by this Ageement.
2.2 Seller Independeirt Experts - All professionals or experts including, but not limited to, engineers,
attomeys or accountants, that Seller may have consulted or relied on in undertaking the
transac'tions contemrplated by this Agree,meirt have been solely those of Seller.
ARTICLE Itr: WARRA}.ITIES
3.1 No Warranty by Idaho Power - Any review, accqrtance or failure to review Seller's design,
specifications, equipnent or facilities shall not be an endorsement or a confirmation by ldaho
-6-
tUu20t0
3.2
Power and ldaho Power makes no warranties, exprcssed or implie4 regading aoy aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capaclty, adequacy or economic feasibility.
Ouali&ing Facility Stahrs - Seller wanants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et soq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Quali&ing Facility status during the tcrm of
this Agreement and Seller's failure to maintain auafSring Facility status will be a Material
Breach of this Agreement. Idaho Powerresewes the right to rcview the Facility's Quali$ing
Facility status and associated support and oompliance documeirts at anytime during the term of
this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTA}.ICE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acc€ptance of deliveries of
€,n€rgy ftom the Seller under this Agree,ment, Seller shall:
4. I . I Submit proof to Idaho Power tbat all licenses, permits or approvals necexBsary for Seller's
operations bave beeir obtained from applicable federal, state or local authorities,
including, but not limitd to, evidence of compliance with Subpart B, l8 CFR 292.201 et
soq. as a certified Quali$ing Facility.
4.1.2 Odnion of Counsel - Submit to ldaho Power an Opinion l-efrEr signd by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally
and validly issud are held in the name of the Seller an4 based on a reasonable
indepcndent review, counsel is of the orpinion that Seller is in substantial compliance with
said pennits as of the date of the Opinion Irtter. The Opinion Lettcr will be in a form
acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that ldaho Power is rclying on said opinion. Idaho Power's acceptance of the
form will not be uoreasonably withheld. The Opinion Irtter will be governed by and
4.1
-7-
tuU20to
shall be int€rpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Law (1991).
4.1.3 Initial Capacitv Detcrmination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, nonnal and/or av€rage opcrating design conditions aod Statiou
Use data. Upon receipt of this information, Idaho Power will revierv the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Ap,pendix B of this and the
cumulative manufacturc Nameplate Capacrty rating of the individual generation
units at this Facility is less than l0 MW. The Seller shall submit detaile4
manufacturer, verifiable dats ofthe Nameplatc Capacrty ratings of the actual
individual generation units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facility is less than 10 MW, it
will be dee,med that the Seller has satisfied the Initial Capacity Determination for
this Facility.
4.L.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engino€ring
documentation that establishes the Nameplate Capacity of each individual generation unit
tbat is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
rrnifg.
4.1.5 Engineer's Certifications - Submit an executed Engineer's Certification of Design&
Constnrction Adquacy and an Engineeds Certification of Operations and Maintenanc.e
(O&M) Policy as described in Commission Order No.21690. These certificates will be
-8-
tlnl20to
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the differ€,rt emgineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to ldaho Power of all insurance requfued in Article XItr.
4.1.7 Interconnection - Pnovide written confirmation from Idaho Power's delivery business
unit that Seller has satisfiod all interconnection requirc,ments.
4.1.8 Network Resource Designation - The Seller's Facility has been designat€d as a network
resource capable of delivering firm energy up to the amotrnt of the Maximum Capacity.
4.1.9 Written Acceptance - Request and obtain writteo confirmation from Idaho Power tbat all
conditions to acceptance of energt have bee,n fulfilled" Such writteir confirmation shall be
provided within a commercially rcasonable time following the Seller's rcquest aod will
not be unrpasonaUty withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreeme,nt shall become effective
on the date first written and shall continue in full force and effect for a period of 20 Contract
Years frrom the Operation Date.
5.2 OperationDate - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achicved the First Energ5r Date.
b) Commission approval sf this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manneir.
d) Seller has requested an Operation Date frrom ldaho Power in a wriuen format.
e) Seller has received written confirmation from ldaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Og:ration Date Delay - Seller shall causc the Facility to achieve the Operation Date on or before
-9-
rvu20to
5.4
the Schedulod Operation Date. Delays in the intqconnection and transmission network upgrade
study, design and constnrction proccss that ry! Force Majeure wents accepted by both
Parties, shell not prcveot Delay Liquidatd Damages from being due and owing as calculated in
accordancc with this Agrecmeirt.
5.3.1 If the Operation Date occurs after the Schduld Operation Date but on or prior to 90
days following the Scheduled Operation flate, Seller shell pay Idaho Power Delay
Liquidated Damages calcularcd at the end of each calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the curreirt month) multiplied by the numbet of days in the Delay Period in the
curr€nt month) multiplied by the curreot monthos Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date, the Seller shall pay Idaho Power Delay Liquidated f)amages, in addition
to those provided in pamgraph 5.3.1, calculated as follows:
Forty five dollars ($45) multipliod by the Maximum Capacrty with the Maximum
Capacity being measured in kW.
If Seller fails to achieve the Operation Date within nin€ty (90) days following the Scheduled
Operation Date, such failure will be a Material Breach and Idaho Power may terminate this
Age€m€nt at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Darnages beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable using the
Delay Liquidated Damage calculation described in 5.3.1 above for all days excceding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach or
Idaho Power t€rminates this Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Damages within 7 days of wheir
Idaho Power calculates and presents any Delay Liquidated Damages billings to the SellEr.
Seller's failure to pay these damages within the specifid time will be a Material Breach of this
5.5
-10-
tUu20lo
5.6
5.7
Agree,ment and Idaho Power shall draw fimds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Dat€ would be difficult or
impossible to pr€dict with c€rtainty, and that the Delay Liquidatd Damages are an appropriak
approximation of such damages.
Prior to the Seller executing this Agreement, the Seller shall have agreed to and executod a[-ettsr
of Understanding with Idaho Power that contains at minimum the following requircmorts:
a) Seller has filed for interconnection and is in compliance with all palments
and rcquirements of the interconnectior process
b) Seller has received and accepted an interconnection system impact study for
this Facility.
c) Seller has prcvided all information required to enable Idaho Power to file an
initial transmission cryacity request.
d) Results of the initial transmission capacity request are known and acceptable
to the Seller.
e) Seller acknowledges responsibility for all intsrconnection costs and any costs
associated with acquiring adequate ftrn transmission capacity to enable the
project to be classified as an Idaho Power designatd firm network rernuroe.
f) If the Facility is located outside of the Idaho Power serrrice territory, in
addition to the above requirements, the Seller must provide evidence that the
Seller has acquired firm transmission capacity ftom all required transmitting
entities to deliver the Facility's en€qgy to an acceptable point ofdelivery on
the Idaho Power electrical system.
Within thirty (30) days of the date of a final noo-appealable Commission Order as specified in
Article XXI approving this Agree,ment; Seller shall post liquid security ("Delay Securit/') in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
5.8
-l l-
tvU20t0
Failure to post this Delay Secruity in the time specified above will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreemeirt.
5.8.1 Delay Security The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estimated
nevenue. Where the estimated thloe months of revenue is the estimat€d rev€,nue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of errcrgy production as specified in paragraph 6.2.1 for those
three months multiplied by the All Hours Energr Prie specified ia paragraph 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides ldaho Power with certification that (1) a
generation interconrestion agre€merrt speciffing a schodule that will eirable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been complaed and the Seller has paid all required interconnection
costs or (2) a generation interconnection agreeme,nt is zubstantially complAe and
all materiat costs of interconnection have been identified and agroed upon and
the Seller is in compliance with all terms and conditions of the generation
interconnection agrt€m€nt, the Delay Security calculated in accordance with
paragraph 5.8.1 will be reduced by ten percent (l0olo).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.8.1.1 and subseque,ntly (l) at Seller's r€quest" the generation
interconnection agroement specified in paragraph 5.8.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Schedulod Operation
Date, or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.8.1 will be subject to reinstateme,nt and will be due and owing within
5 business days from the date ldaho Power requests reinstatement. Failune to
timely reinstatc thc Delrv Security will be a Material Breach of this Agreemeirt.
-12-
tt/u20r0
6.1
5,8,2 ldatro Power shall release any remaining security posted hereunder after all
calculated Delay Liquidated Damages are pard in full to ldalD Power and the
earlier of: l) 30 days after the Operation Daie has been achieved, or 2) 60 days
after the Agreement has been terrrinated.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Ener$r - Except when eitlrer Parfls performance is excused as
provided hereiu Idatro Power will pnrchase and Seller will sell all of the Net Energr to Idalro
Power at the Point of Delivery. All Inadvertent Energr produced by the Facility will also be
delivered by the Seller to Idatro Power at the Point of Delivery. At no time will the total amount
of Net Enerry and/or Inadvertent Enerry produced by the Facility and delivercd by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Ener5/ in the following monthly
amounts. These amounts stnll be consistent with the Mechanical Availability Gtrarantee.
6.2.1 Initial Year Monthly Net Enerry Amounts:
6.2
Season I
Season 2
Season 3
July
August
November
Docember
Jme
September
October
January
February
kwh
4,050,000
4,056,000
4,743,000
3,403,000
3,788,000
4,363,000
5,039,000
4,164,000
5,100,(x)0
5939,000
3,286,000
3,687,000
Month
March
April
May
Unless excused by an event of Fonce Majeure, Seller's failtne to deliver Net Enerry in any
Confact Year in an amount equal to at least ten percent (l0olo) of the sum of the Initial Year
Monthly Net Enerry Amounts as specified in paragraph 6.2 shall oonstitute an event of default.
_13-
r,/U20t0
6.4 Mechanical Availabiliw Guarantee - After the Operational Date has been establishod, the Facility
shall xsffievg 6 minimrrm monthly Mechanical Availability of 85% for the Facility for cach month
during the full term of this Agreement (the "Mechanical Availability Guarantee'). Failure to
achierre the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Production and Availability
Report (App€rdix A), the Seller shall provide and certiff the calculation of the Facility's
currcnt month's Mechanical Availability. The Seller shall include a summary of all
information used to calculate the Calculated Net Energy Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure e\r'ents, (c) wind spcds and the impact
on generation output, and (c) schcduled maintenance and Station Use information-
64.2 The Seller shall maintain and rctain for three years detailod documentation supporting the
monthly calculation of the Facility's Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation zupporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mecbanical Availability is less than the Mechanical Availability
Guarantee, damages shall be equal to:
(85 percent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availability Shortfall
Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the curre,rt moath's
€ne(St pa1ment. p 61 unpaid balance rsmains after the damages ar,e offset against the
ercrg5l paym.ent, the Seller shall pay in full the remaining balance within 30 days of the
date of the invoice.
-14-
tilU20t0
7.1
ARTICLE Vtr: PI,JRCHASE PRICE A}.ID METHOD OF PAY-IVIENT
HeaW Load Purchase Price - For all Net Energy rcceived during HeaW load Hotns,
Idaho Power will pay the nonJevelized eneqgy price in accordance with Commission Order
31025 adjusted in accordance with Commission Order 30415 for Heavy [.oad Hour Energy
deliveries, adjusted in accordance with Commission Order 30488 for the wind integration charge,
and with seasonalization factors applied:
Season I -(73.50Yo)
Mills/kWh
40.52
42.80
45.32
47.71
s0.29
53.05
54.&
56.20
57.90
59.57
6r.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
Season 2 - (l20.WW Season 3 - (100.00 7o)
MillsftWh Mills/kwhYear
2010
2011
2012
20r3
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
66.15
69.87
74.W
78.18
82.74
87.64
90.46
93.23
96.25
99.21
102.27
10s.90
109.67
l13.s9
t17.66
121.90
12s.49
129.20
133.03
136.97
14r.04
146.51
151.30
1s6.26
55.t2
s8.24
61.66
64.92
68.42
72.17
74.34
76.61
79.r2
81.59
84.t4
87.16
90.31
93.57
96.97
100.50
103.49
106.58
109.77
113.06
1t6.45
121.01
12s.00
129.t3
7.2 Light lo.d pro*" *." - For all Net Encrgy received during Light I"oad HouN,Idaho Power
will pay the nonJevelized energy price in accordance with Commission Order 31025 adjusted in
accordance with Commission Order 30415 for Light Ioad Hour En€rgy deliveries, adjusted in
accordance with Commission Order 30488 for the wind integration charge, and with
-15-
tUU20to
seasonalization factors applied:
Season I -(73.50o/o)
Year Mills&Wh
Season2-(lzO.WYo)
Mills&Wh
58.11
61.84
65.95
69.86
74.06
78.91
8t.73
84.50
87.51
90.47
93.53
97.16
100.93
104.85
108.92
I 13.16
1t6.76
r20.47
124.29
128.24
t32.3t
t3?.77
142.56
147.52
Season3-(100.007o)
Mills&Wh
48.42
51.54
54.96
58.22
61.72
65.48
67.@
69.76
72.07
74.35
76.86
79.88
83.03
86.29
89.69
93.22
96.21
99.30
1o2.49
105.78
109.17
113.73
117.72
121.85
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2420
202t
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
3s.59
37.88
,t0.r+0
42.79
45.37
48.13
49.72
51.28
52.97
54.65
56.37
58.41
60.54
62.74
65.04
67.43
69.4s
71.55
73.70
76.03
78.52
81.87
84.80
87.84
38.33
,10.61
43.13
45.52
48.10
50.86
7.3 All Hours Enerey Price - The price to be used in the calculation of the Surplus Eneqgy Pricc and
Delay Price shall be the non-levelized mergy price in accordance with Commission Order 31025
adjust€d in accordance with Commission Order 30488 for the wind integration charge, and with
seasonalization factors applied:
Season I -(73.50Yo)
Year Mills/l(Wh
Season 2 - (120.W yo) Season 3 - (100.00 7o)
2010
201 I
20t2
2At3
2014
20ts
Mills/kwh
62.57
66.30
70.42
74.33
78.85
83.75
Milts/kWh
52.14
55.26
58.68
61.93
65.4
69.19
tUu20t0
-16-
2016
20t7
2018
20t9
2020
202r
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
52.45
54.01
55.71
57.37
59.10
61.14
63.2?
65.48
6?.78
70.16
72.t8
74.28
76.58
79.00
81.49
84.84
87.77
90.81
86.58
89.35
92.36
95.32
98.38
102.01
105.78
109.70
tt3.77
118.01
121.60
125.31
t29.t4
133.09
137.16
142.62
147.41
r52.37
71.36
73.48
75.88
78.35
80.90
83.92
87.07
90.33
93.73
97.26
100.25
103.35
106.53
109.82
tt}.2t
tr7.77
12t.76
125.89
7.4
7.5
Surylus EnerEy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the surr€nt
month's Market Energr Reference Price or the All Hors Energy Price spocified in paragraph
7.3, whichever is lower.
Inadvertent Energy-
7.5.1 lnadvertent Energy is electric eoergy produced by the Facility, expressed in kWh,
which the Seller deliv€rs to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 7zl4 hours times 10,000 kW = 7,446,666
kWh. Energy dclivered in January in excess of 7,440,000 kwh in this example
would be Inadverteirt Enerry.)
7.5.2 Although Seller intends to design and operate the Facility to g€,r€rate no mot€ than
l0 average MW and therefore does not inteod to g€nerate Inadverteirt Eneqgy,
Idaho Powerwill accept l:nadverte,nt Energythat does not exceed the Maximum
Capacity Amount but will not purchase or pay for Inadverteot Energy.
Palment Due Date - Undisputed Eneqgy payments, less the Wind Energ5r Production Forecasting
Monthly Cost Allocation (MCA) described in apeenAix E and any other payments due ldaho
'17- ,,n*orc
7.6
7.7
Power, will be disbursed to the Seller within 30 days of the date which Idaho Power receives and
acce,pts the documentation of the monthly Mechanical Available Guarantee and the Net Energy
actually delivered to ldaho Power as specified in Appendix A.
Continuing Jtrisdiction of the Commission.This Agree,ment is a special contract an4 as such, the
mtes, tems and conditions contained in this Agreement will be constnred in accordance with
Idaho Power Company v. Idaho hrblic Utilities Commission and Afton Enemy. Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission 107
Idaho 1 122, 695 P.2d I 261 (1985), Afton Enerey. Inc, v. Idaho Power Company. 1 I I Idaho 925,
?29 P.2d 400 (1986), Section 210 of the Pubtic Utility Regulatory Policies Ac't of 1978 and l8
cFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATIRIBI.ITES
8.1 Seller retains ownership und€r rhis Agreement of Greeir Tags and Rc,newable Eneagy Certificates
(RECs), or the equivalent eirvironmental attributes, directly associated with the production of
€nergy from the Seller's Facility sold to Idaho Power.
ARTICLE DC FACILITY AND INTERCONNECTION
Desiqn of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Sellerowned Interconnection Facilities so as to allow safe and reliablo gene,ration and
delivery of Na Energy and Inadvertent Energy to the Idaho Power Point of lklivery for the full
term of the Agrecme,nt.
Interconnection Facilities - Except as specifically provided for in this Agreemeirt, the required
Interconnection Facilities will be in accordance with Schedule 72,tbe Generation Interconnection
Process and Ap,peirdix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconneetion Process, including but not limilsd 16
initial costs incurrd by Idaho Power for equipment costs, installation costs and ongoiug monthly
Idaho Power operations and maintenance exp€xrses.
9.1
9.2
-18-
tUil20t0
ARTICLE X: METERING AND TELEMETRY
10.1 Meterine - Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Tele,metry Equipment to be locatcd at a muhrally agreed upon location to record and measure
pow€r flows to Idaho Power in accordance with this Agr€€o€nt and Schedule 72. T\e Metering
Equipme,nt will be at the location and the tlpe required to measur€, record and rtport the
Facility's Net Energy, Station Usc, Inadvertent Energy and maximum en€r5/ deliveries (k!V) at
the Point of Delivery in a menner to provide Idaho Power adequate cn€rgy measure,m€,nt data to
administer this Agreement and to integrate this Facility's e,nergy production into the Idaho Power
electrical syste,m.
10.2 Telcmetry - Idaho Power wil install, op€rate and maintain at Selleds expelrse metcring,
communications and telemetry equipment which will be capable of providing l&ho Power with
continuous instantaneous telemetry of Selleds Net Energl and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Poweds Designated Dispatch Facitty.
ARTICLE XI. RECORDS
ll.1 MaintenanceofRecords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total genemtion, Net Energr, Station Use, Inadverte,ut Energy
and maximum generation (kW) records in a form and conte,nt acceptable to Idaho Power.
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 generation, Net Energy, Station Use,
Inadverteirt Enerry and maximum generation ftW) records pertaining to the Selleds Facility.
ARTICLE Xtr: OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agree,ment.
12.2 EnernyAcceptance-
-19-
tUu20to
12.2.1 Idaho Power shall be excused from accepting and payrng for Net Energy or accepting
lnadvertent Energr which would have othern'ise been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented from doing so by an
event of Force Majeure, Forced Outage or t€mporary disconnection of the Facility in
accordance with Schodule 72. lf, for reasons other than an event of Force Majeure or a
Forced Outage, a temporary disconnoction under Schedule 72 exceeds twenty (20) days,
beginning with the twenty-first day of such intemrption, cutailment or reduction, Seller
will be deemed to be delivering Net Energ5r at a rate equivalent to the pro rata daily
average of the anrounts specified for the applicable month in paragraph 6.2. Idaho Power
will notiff Seller wheir the intcmrption, curtailm€nt or reduction is terminated.
12.2.2 If, in the reasonable opinion of ldaho Power, Selleds operation of the Facility or
Interconnection Facilities is unsafe or rnay othcrwise adversely affect Idaho Poweds
equipment, personnel or scrvice to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution systcm as specified
within Schedule 72 or take zuch other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agree,ment.
12.2.4 If Idatro Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's en€(gy, Idaho Power's damages shall be limited to only the valuc
of the estimated en€rgy that Idaho Power was unable to acc€,pt. Idaho Power will have
no responsibility to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Scheduled Maintenance - On or beforc January 3l of each calendar year, Seller shall submit a
written proposod maintenance schedule of significant Facility maintenance for that calendar year
-20-
LUU20tO
t2.4
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schodule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maint€nancc will take into consideration Prudent Electical Practices, Idaho Powcr system
requirements and the Scller's preferred schedule. Neither Party shall uoreasonably withhold
acc€,ptance of the proposed rnaintenance schedule.
Mainteirance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
thcir resptive line and Facility maint€nance schedules zuch that they occur simultaneously.
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 deliverics from the Scller's
Facility. Seller understands that in the case of emeqgeircy circumstances, rcal 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, curtailmen! or rodtrction of electrical c,nerg:y deliveries to
Idaho Power.
ARTICLE XItr: INDEMNIFICATION A}.ID INSI.JRANCE
Indemnific4ion - Each Party shall agree to hold hamrless and to indemniry the other Party, its
officers, agents, affiliates, subsidiaries, par€Nlt company and employees against all loss, damage,
expense and liability to third p€Nons for injury to or dath of person or injury to property,
p,roximately caused by the indemniffing Party's (a) construction, ownership, operation or
maintenancc of, or by failure of, any of zuch Party's worls or facilities used in conncction with
this Agree,nent or (b) negligent or inte,lrtional acts, €rrors or omissions. The inde,mniffing Party
shall, on the other Party's rcquest, defend any suit asserting a claim covered by this indemnity.
The indemnifinng Party shall pay all documented costs, including reasonablc attorney fees that
maybe incurredby the other Party in e'nforcing this indemnity.
Insurance - During the term of this Agree,ment, Seller shall socure and continuously carry the
following insurance coverage:
13.2.1 Comprehensive Geoeral Liability Insurance for both bodily injury and property damage
12.5
13.1
t3.2
-21-
tuU20to
with limits equal to $1,000,000, each occurre,nce, combined single limit. The deductible
for such insurance shall be consistent with curreirt Insurance Industry Utility practices for
similar property.
13.2.2 The above insurance coverage shall be placed with m insurance compaoy with au A.M.
Best Company rating of A- or better and shall include:
(a) An eirdorsement naming Idaho Power as an additional insured and loss payee ali
applicable; and
O) A provision stating that such pohcy shall not be canceled or the limits of liability
reducod without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Pnovide Certificate of Insurauce - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall frlrnish Idaho Power a certificate of insurance, together with the
endorsements required therein" evidencing the coverage as set forth above.
13.4 Seller to Noti& Idaho Power of Loss of Coverase - If the insurance coverage required by
paragraph 13.2 shalt lapse for any reasoo, Seller will immediately notifr Idaho Power in writing.
Th1 notice will advise ldaho Power of the specific reason for the lapse and the stcps Seller is
taking to reinstate the coverage. Failure to provide this notice and to ex@itiously reinstate or
re,place the coverage will constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAIEURE
As used in this Agreemcnt, "Force Majetrre" o,r "ao 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 preve, rt or overcome. Force Majeure incltrdes, but is not timited to, acts of
Go{ firc, floo4 storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fireq lightning epide,mics, sabotage, or changes in law or regulation occuning after
the Effective Date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due dilige,nce, it shall be unable to overcome.
If either Party is rendered wholly or in part unable to perform its obligations under this
14.1
a1
tvU20to
15.r
Agreemeirt because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majetre, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occrureooe of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrcnce.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrcnce causing the
suspension of performance and which could and shoutd have been fully
performed before such occrureirce shall $s excuscd as a rcsult of such
occulr€,nge.
ARTICLE XV: LIABILITY: DEDICATION
Limitatim of Liability. Nothing in this Agreeineirt shall be constnred to create any duty to, any
standard of care with refereirce to, or any liability to any penrcn not a Party to this egee, ent.
Neither party shall be lirable to the other for any indircct, special, consequeirtial, nor punitive
dl4meges, exc€pt as expressly authorized by this Agreement.
Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Parly's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independe'nt public utility corporation or Seller as
an independent individual or entrty.
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 containod
in this Agreement shall everbe construed to create an association, trust, partnership orjoint
veNrtre or impose a tnrst 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
-23-
tyU20t0
15.2
l6.l
Agreement.
ARTICLE XVII: WAIVER
l7.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection withthis Agreement shall not be
deemed a waiver with r€spect to any subsequeirt default or other mattcr.
t8.l
ARTICLE XVItr: CHOICE OF LAWS A}.ID VENT.JE
This Agree'rnent shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without referpnce to its choice of law provisions.
Venue for any litigation arising out of or rclated to this Agree,ment will lie in the District Court of
the Fotrth Judicial District of Idaho in and for the Cormty of Ada.
ARTICLE XD(: DISPUTES A}.TD DEF,AI,JLT
Diqputes - All disputes related to or arising under this Agree,ment, including, but not limited to,
the interpretation of thc terms and conditions of this AgreemenL will be submitted to the
Commission for resolution.
Notice of Default
t9.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
t8.2
19.1
t9.2
Agreemeirt (an "weirt of default''), the nondefaulting Party shall cause notice in
miting to be given to the defaulting Party, speciffing the mann€r in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after seryice of such noticc, or if the defaulting Party reasonably
d€monstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day pcriod and the,n fails to diligently
pumue such cure, then, the non{efaulting Party may, at its oprtion, tenninate this
Agree,ment and/or pursue its legal or equitable re,medies.
Material Breaches - The notice aod cure provisions in paragraph 19.2.1 do not apply19.2.2
-24-
tUU20to
to defaults identifid in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following (rccurEnoe of the breach.
19.3 Securitv for Performance - Prior to the Operation Date and thereafrer for the full term of this
Agreeme,nt, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliancc with the provisions of paragraph 13.2. If Seller
fails to compl5 such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has be€n replaced or
reinstated;
19.3.2 Engineer's Certifications - Every thee (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Prrofessional Engineer lic€nsed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an errent of default. Such a defalilt
may only be cured by Seller providing the required certificate; aad
19.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall mahtain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply ldaho Power with copies of any new or
additional perrrits or liceirses. At l€ast every fifth Contract Year, Sellerwill updarc the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragrryh 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 ag€ncy.
ARTICLE XX: GOVERNMENTAL AUTIIORIZATION
This Agreemeirt is subject to the jurisdiction of those gove,r:rmental agencies having control over
either Party of this Agreement.
20.1
-25-
tUu20to
2t.t
ARfiCLE XXL COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's approval of dl terms rnd
provisions hereof without change or condition and declaratim that all palmeirts to bc made to
Scller hereunder sball be allowed as prudeirtly incurred exp€rur€s for rate, aking puposes.
22.1
ARTICLE X)OI: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inurc to the
benefit of the respective successon and assigns, of the Parties hereto, except +hat no assignmeirt
hereof by either Party shall become effective without the written cons€,nt of both Parties being
first obtained. Such cons€ot shall not be unreasonably withheld. Notwithstanding the foregoing
any party which Idaho Power may consolidatc, or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility ass€ts, shall automatically, without firther
act, and without need of conseirt or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and intercsts under this Agreement. This article shall not pr€velrt a financing entity
with recorded or secured rights from exercising all rights and remedies available to it rmdcr law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or reindies.
ARTICLE XXItr: MODIFICATION
73.1 No modification to this Agr€e,m€nt shall be valid unless it is in writing and signed by both Parties
and zubsequently aprproved by the Commission.
ARfiCLE )O(V: TA)GS
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEXXV: NOTICES
25.1 All written uotices under this Agreement shall be dfuected as follows and shall be considered
-26-
tUU20t0
delivered when faxe4 e-mailed and confirmed with deposit in the U.S. lvIail, first+lass, postage
prepaid, as follows:
To Seller:
Original document to:
TwoPondsWindfarm, LLC
l[?E&YlH: "#* Authorized Manager
SanFrancisco, CA94l18
E-mail: [e-mail]
To Idaho Power:
Original doctrmentto:
Vice President, Pourer Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Fmail : Lgow@idaho,pow€r.oom
Cooy of documeirt to:
Cogeneration and Small Power Pr,oduction
Idaho PowerCompany
PO Box 70
Boise, Idaho 83707
E-mail : [e-mail]
Either Party may change the contac't percon and/or address information listed above, by providing written
notice fr,om an authorized person represe,nting the Party.
ARTICLE )OffI: ADDITIONAL TERMS AI.[D CONDITIONS
26.1 This Agreement includes the following appe,ndices, which are attached hereto and included by
refere,nce:
Appendix A - Monthly Power Pr,oduction and Availability Report
Appendix B - Facilrty and Point of Delivery
Appendix C Engineer's Certifications
Appendix D - Forms of Liquid Security
Appendix E - Wind Energy Production Forecasting
-27-
n/u2010
28.1
29.t
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or uneirforceability of any term or provision of this ngrcement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be constnred
in all other respccts as if the invalid or unemforceable term or provision were omitted.
ARTICLE )O(VItr: COUNTERPARTS
This Agreement may be executed in two or mort counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrumeNf.
ARTICLE )O(D(: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement ofthe Parties concerning the subjec't matt€r
hercof and supersedes all prior or contemporaneous oral or written agree,ments betweeir the
Parties conceming the subject matter hereof.
IN WTINESS WHEREOF, The Parties hereto have caused this furee,ment to be executed
in their respoctive narnes on the dates sct forth below:
Idaho PowerComoaav Two Ponds Windfarm- LLC
By
Dated
I l, rz' lc Dated /J - Z - 2 ot o
Sr. Vice Presidcat Power Supply
"Idaho Power"
-28-
"S€ll€t''
tUU20to
APPEI{DD( A
A -I MONTIILY POWER PRODUCTION AI{D AVAILABILITY REPORT
At the end of each month the following required documentation will be submittedto:
Idaho Power Company
Attn: Cogene,ration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings r€quir€d on this rcport will bethe readings onthe ldaho PowerMeter Equipme'nt
measudng the Facilrty's total energy p,roduction delirrcred to Idaho Powcr and Station Usags and the
maximum gcnc,rated €nergy (k\tr) as recorded onthe M*ering Equipment and/ormy otherrequired
eNr€rg;I measuremqrts to a@uately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the eneqgy paym.ent calculation and palment prccess. The meter readings
on this report shall not be used to calculate the actual payme,nt, but instead will be a check of the
automatod moter reading information that will be gathered as described in it€m A-2 below:
This report shall also include the Seller's calculation ofthe Mechanical Availability.
-29-
tuu20t0
koJect Name
Addrecs
City
Idaho Power Company
Cogeneration and Small Power Produc{ion
MONTM,Y POWER PRODUCTION AND AVAILABILITY REPIORT
Month Yeer
Project Number:
PhoneNumber:
Stete fip
Net Frcitity
Outnut
MeterNumber:
Stetion
Usese
Station
Usape
Metered
MrdmnGocndon
kw
Net Generetion
End of Month k\ilh Meter Reedlng:
Boglnnlng of Month kWh Meter:
I)ifrerence:
Tlmes Meter Conctrnt:
kWh for the Month:
Metered Demend:
Mechanicd Avelhbilitv Guerentee
Seller Celculeted Mechenlcel Aveilability
As specified in thir Agreement, the Seller shdl lnclude wlth thts monthly report e summlry ctrtement of the
Mechenicd Avetleblltty of this Facility for the calendar month. Thls rummary shdl include deteils es to how
the Seller calculated thls velue and summerry of the tr'aclllty deta uscd ln the calculadon" Idaho Power and
the Seller rhall work together to mutually develop ! snmmlry report that provides the required date. Idaho
Power rcierves the right to review the deteiled data ured tn thts calculrtion er ellowed within the Agreement
Siprture
-30-
tUU20t0
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Mstering and Telemetry equipment and processes to collect
the meterreading information from the Idaho Powerprovided Metering Equipment that measures the Net
Energy and enerry delivered to supply Station Use for the Facility recordcd at 12:00 AIII (Midnight) of
the last day of the month..
Thc meter information cotlected will include but not be limitd to enerry production, Station Use, the
maximum generated power (kVD and any other required €nergy measurreme,nts to adequately administer
this Agreement.
A.3 ROUTINE REPORTING
Idaho Power Contact Information
Dailv Energy Muction Reporting
Catl daily by l0 a.m., l-800-3564328 or l-800{35-1093 and leave the following
information:
e Project Idsntification - Project Name and Project Number
o CurrentMetcrReading
: 3:tffiff3frHx:tfriH::ffir'
Planned and Unplanned hoject outaqes
Call l-800-345-1319 and leave the following information:
o Pnoject Ide,lrtification - Project Name and Project Numbero Approximate time outage occurr€d
Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Proiect Op€mtional Contact
Name: Glernlkemoto
Telephone Number: 510 655-7600
Cell Phone:[phone]
Projest On-sitc Contact information
Telephone Number:
-31-
tt/u2010
B-l
APPEI{DD(B
FACILITY AND POINT OF DELWERY
ProjectName: Two Ponds Windfarm
Prcject Ntmber: 2161514o
DESCRIPTION OF FACILMY
(Must include che Naneplate Capacity rating and YAR capbility (both leading and lagging) of oil
generation tlrz,its to be irchM k the Facility.)
The Facility will be comprised of approximately 10 wind turbines with a cumulative nameplate
rating that will not exceed the lviaximum Capacity Amount as specified in item B-4 and not less
than l8 MW. At the time this was executo4 seletion of the turbine manufacfirer
had not been finalized by the Seller. No later than 60 days prior to the Facility achicving its First
Energy Date, the Seller shall provide ldaho Power a precise, detailed description of the wind
turbines selected and quantity. The Facility is currently considering use of up to ll REpower
MM92 wind hrrtines (Name,plate Capacity rating up to 2.05MlV/twbine, 0.95 lead/0.95 lag
power factor), or up to l0 Sie,mens SW 101 wind hnbines (Nameplate Capacrty rating up to
2.30MlV/turbine 0.90 lcad/0.90 lag power factor), or other wind tubine models.
LOCATION OF FACILITY
Near: Mountain Home, ID
T4S R8E SEC 34
T5S R8E SEC 3
T4S R9E sec 21
County: Elmore,ID.
Description of Interconnection I-ocation: The Facility will inte,rconnect to the Idaho Power
transmission syste,n at230 kV with a tap at T4S, R9E, SEC 21, Elmore County, ID, or other
location specified in the interconnection agree,ment.
-32-
tUU20t0
B-3
Nearest Idaho Power Substation: King Substation Elmore Cormlv. ID
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected Dece,mber 31. 201I as the Scheduled First Energy Date.
Seller has selected December 31. 2012 as the Scheduled Operation Date.
Iu 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 pnor to the projoct
being granted an Opcration Date.
MAXIMLTM CAPACITY AIvIOUNT:
This value will be 23 MW which is consistent with the value providod by the Seller to Idaho
Power in accordance with Schedule 72. This value is the maximum €o€rgy (MW) that poteotially
could be delivered by the Seller's Facillty to the ldaho Power electrical system at any moment in
time.
At the time this Agree,ment was executed the Seller had requested only 20 MW of capacity in thc
interconnection and transmission capacity process. Prior to the projec't delivering eneqgy that
exceods 20 MW, the Seller must rcquest and be granted additiond capacity up to but not
exceeding 3 MW in both interconnection and transmission capacity by Idaho Power. The Seller
must make this additional capacity request using the routine ldaho Power interconnection and
transmission capacity pnrcess and shall be responsible for all costs associated with this additional
capacity request. Under no circumstances will the Nameplate Capacrty sf this Facility exceed
23 MW. If the installed capacity is less than the Morimum Capacity Amount at the end of thc
first Conhact Year, the Maximum Capacity Amount will be adjusted downward to reflect the
actrul nameplate rating of the wind turbines installed. This revised Maximum Capacity Amount
will then remain in effect for the r€,maining term of this Agrec,mcot.
POINT OF DELIVERY
"Point of Deliveqy'' means, unless othernise agreod by both Parties, the point of where the Sellers
Facility's eoergy is delivered to the Idaho Pywer electrical system. Schedule 'l2utrll determine
-33-
tUU20t0
B-5
B{
the specific Point of Delivery for this Facility. The Point of flelivery idelrtified by Schedule 72
will become an integral part of this Agreemeirt.
r,ossEs
If the Idaho Power Maering equipment is capable of measuring the exact elr€rgy deliveries by the
Seller to the Idaho Power elechical 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 en€rEy
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 ftWh) between the Seller's Facility
and the Idaho Powsr Point of Delivery. This loss calculation will be initially get at 2o/o of the
kWh energy production recorded on the Facility ge,ne,ration metering equipment. At such time as
Seller provides Idaho Power with the eloctrical equipment specffications (transformer loss
specifications, conductor sizes, etc.) of all of the eletrical equipment betwen the Facility and the
Idaho Power electrical s5rutem, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Insses for the p66ining 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 loss€s attributed to the elecnical
equipment betwe€n the Facility and the ldaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the prrevious months kWh loss cdculations.
METERING ANDTELEMETRY
Schedule 72win determine the specific metering and tel€m€try requirements for this Facility. At
the minimum, the Metering Equipment and Telemetry equipment must be able to p,rovide and
record hourly energy deliveries to the Point of Delivery and any other e,nergy measurements
rcquired to administer this Agree,ment. These specifications will include but not be limited to
equipment specifications, oquipment location, Idaho Power provided equipmant, Seller provided
equipmeot, and all costs associated with the equipmeirt, design and installation of the ldaho
Power provided equipment. Seller will arrange for and make available at Selleds cost
B-7
-34-
LUU20tO
commuoication circui(s) compatible with Idaho Power's communications cquipment and
dedicated to Idaho Poweds use terminating at the Idaho Power facilities capable of providing
Idaho Powcr with continuous instantaneous information on the Facilities enqgy production.
Idaho Power provided will be ownod and maintained by Idaho Pow€r, with total cost
of purchase, installation, operationo and maintenance, including afuinistrative cost to be
reimbursed to Idaho Power by the Seller. Payment of thesc costs will be in accordance with
Schedule 72 and, the total metering cost will be included in the calculation of the Monthly
Operation andMaintenance Charges spocified in Schedule 72.
B-8 NETWORKRESOI.JRCEDESICNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation C'NRD') application has beeir accepted by Idaho Pow€,r's delive'ry business unit.
Federal Energy Regulatory Commission ("FERC") rules rcquire Idaho Power to prcpare and
submit the NRD. Because much of the information Idaho Power needs to preparc the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely manner is
upon timely receipt of the required information from the Seller. Prior to Idaho Power
begiildng the process to enable Idaho Powerto zubmit a rcquest for NRD status for this Facility,
the Seller ohall have completed all require,ments as spocifiad in Paragraph 5.7 of this Agre€m€til.
Seller's feilure to provide complete and eccurrte informrtion in e timety mtnner cin
signiftcantly impact Idrho Power's ebility and cost to rttein the I\IRD decignrtion for the
Seller'c Frcility and the Seller chell bear the cocts of any of thcse ddayc thet rre a resuft of
any ection or inection by the Sdler.
-35-
tUu20t0
APPEI{DD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENA}.ICE POLICY
The undersignod on behalf of himself/heiself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Lice,nsed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Eneqgy Sales Agreement, hereinafter "Agrcemeng" b€tween
Idaho Power as Buyer, and as Scller, dated
3. That the cogeireration or small pow€r production prcject which is the subject of the Agreement
and this State,ment is identified as IPCo Facility No.
the "Project."
and is hereinafter referred to as
4. That the Project, which is commonly known as the Project, is located in
5. That Engineer rocognizes that the Agreement provides for the Project to filnish elechical eNrergy
to ldaho Power for a _ year period.
6. That Engineer has substantial operience in the desigq constnrction and operation of elecfic
powerplants of the same t1rye as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. Thar 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, p,rovided said Pnoject has
been designed and built to apprcpriate standards, adhcrencc to said O&M Policy will result in the
-36-
tUu20rc
Pr,oject's producing at or near the desig electrical ouput, efficiency and plant factor for a _ year
p€riod.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agrec,meirt,
is relying on Engineeds representations and opinions oontained inthis Statemeot.
10. That Engineer certifies that the above statements are complete, tnre and accurate to the best of his
knowledge and therefore sets his/her hand and seal below.
(P.8. Stamp)
By
tUU20r0
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONCOING OPERATIONS AND MAINTENAIVCE
The undersigned on behalf of himsslf/hertelf
and hereinaftcr collectively referred to as "Engineer," hereby states aod
certifies to the Seller as follows:
l. That Engineer is a Licensed hofessional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agrcernent," betwo€rrr
Idaho Poweras Buyer, and as Seller, dated
3. That the coge,neration or small power production prcject which is the subject of the Agrccmcnt
and this Statement is ideirtified as IPCo Faoility No.and hereinafter referred to as the
t'Project".
4. That the Project, which is commonly known as the Pnoject, is located in
Section _ Township _ Range _, Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical €o€rgy
to Idaho Power for a year period.
6. That Engineer has substantial elperience in the design" constuction and operation of electric
power plants of the same t,?e as this Project.
7. That Engineer has no ecmomic relationship to the Design Engineer of this Project.
-38-
tuU20to
8. That Engineer has made a physical irspection of said Project, its operations and maintenance
recods since the last previous certified inspection. It is Eagineer's professional opinion, based on the
hoject's appearance, that its ongoing O&M has been zubstantially in accordance with said O&M Policy;
that it is in reasonably good ope,rating condition; and that if adherence to said O&M Policy continues, the
Projoct will continue producing at or near its design elecdrical output, efficiency and plant factor for the
remaining _ yeanl of the Agreement.
9. That Engineer recognizcs that ldaho Power, in accordaoce with paragraph 5.2 ofthe Agree'me'lrt,
is relying el Fngrnenr's representations and opinions contained in this Statemcnt.
10. That Engineer sertffies thet the above statem€,lrts are complae, tnre and accurate to the best of his
knowledge and therefore sets his/h€r hand and scal below.
(P.E. Staop)
Date
By
-39-
tUU20to
APPENDD(C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself
to as "Engineer", hereby stateshereinafter collectively referred
certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinaft€r "Agr€em€nt",
Power as Buyer, and as Seller, dated
3. That the cogeireration or small power production project,which is the subject of the
and is hereinafterAgreement and this Statement, is identified as IPCo Facility No
refered to as the "Pnojectu.
4. That the Project, which is commonly known as the
and
and
1.
2.
between Idaho
_Pr,oject, is located in
Section _ Township _ Range __,Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides forthe Project to firnish electrical
energy to Idaho Power for a year period.
6. That Engine€r has substantial experience in the desigU constnrction and operatio,n of
electric powerplants of the same tlpe as this Project.
7. That Engine€r 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 thc engineering desip and constnrction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyanoe system, Seller
furnished Interconnection Facilities and other Pnoject facilities and equipmeut.
40-
tUu20t0
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Etoctrical Practices as that term is describd in the
Agree,ment.
10. That the desige and oonstruction of the Project is such that with reasonable and pnrdent
operation and maintenance practic€s by Seller, the Prroject is capablc of performing in accordance with the
terms of the Agreement and with Prudeirt Electrical Practices for a year period.
11. That Engineer recognizes that ldaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying sa Fngineeds r€pres€Nrtations and
opinions contained tSr Statement.
1.2. That Enginecr certifies tbat the above statements are complete, tnre and accurate to the
best of his/h€r knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
4t-
tUU20to
APPEhIDD( D
FORMS OF LrQr.JrD SEC(ruTY
The Seller shall provide Idaho Power with commercially reasonable security instnroents such as
Cash Escrow Security, Guarantce or lrtter of Credit as those terms arre defined below or other
forms of liquid financial security that would provide readily available cash to ldaho Power to
satisS the Delay Security requirernent and any other security requirement within this Ageement.
For the purpose ofthis Appendix D, the term'.Credit Requirements'shall mean acceptable
financial creditrrorthiness of the entity providing the security instrum€nt 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+erm or long-term investment grade credit
rating by Standard & Poor's Corporation orMoody's Investor Senrices, [nc. shall be deemed to
hane acceptable financial creditworthiness.
l. Cash Essrow Security - Seller shall d€eosit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Delay Security or any
other required security amomt(s). The Seller shall be resposible for all costs, and receive
any interest eanred associated with establishing and mainaining the escrow account(s).
Guarantoe or Irtter of Credit Security - Scller shall post and maintain in an amount equal to the Delay
Secudty or other required s€curity amoun(s): (a) a ggarauty from a pafiy that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrevocable_Irtter of Credit
in a form acceptable to [daho Power, in favor of Idaho Power. The Irtter of Credit will be iszued by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs associated
with establishing and maintaining the Guarante{s) or lrtte(s) of Credit.
42-
tUv20to
APPEI'{DD( E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energr Production
Forecasting model to forecast the energ5rproduction ftromthis Facility and otherQuali$ing Facilitywind
geireration re$ouroes. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy hoduction Forecasting is determined as specified below. Sellers
share will not be Sleater thnn 0.1% of the total energy palments made to Seller by ldaho Power during the
previous Contract Year.
a. For every month of this Ageement beginning with the fust full month after the
First Eneqgy Date as specifid in Appcndix of this Agrcement, the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) will be due andpayable
by the Seller. Any Wind Encrgy Prroduction Forecasting Monthly Cost
Allocations (MCA) that are not reimbursod to Idaho Power shall be deducted
from energy paynents to the Seller.
o As the value of the 0.1% cap of the Facilities total cnergy paynents will not
be known rmtil the first Contract Year is complete, at the e,lrd of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refirnd wiU be included in equal monthly amounts overthe
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjustod accordingly and the unpaid
balance will be dedusted ftrom the ensuing Contract Year's €nergy payments.
b. During the first Contract Year, as the value of the 0.1% cap ofthe Facilities total
enerry payments will not be known until the first Conhact Year is complete,
43-
tUU20t0
Idaho Power will deduct the Facility's calculated sbare of the Wind Enerry
Production Forecasting costs specified in item d each month during the first
Contract Year and subsequently refund any overpaymeot (palments that exceed
the cap) inequd monthly amounts overthe ensuing Contract Year.
The cost allocation formula described below will be reviewed and revised if
neoessary on the last day of any month in which the crmulative MW nameplate
of wind projects having Commission app,roved agreements to deliver energy to
Idaho Power has be€n revised by an action of the Commission.
d. The monthly cost allocation will be based upon the following formula :
Where: Total MW ffltfiW) is equal to the total nameplate rating of all QF wind
projects that are under contact to provide eireqgrto Idaho Power
Company.
tr'acilitv IlfIV fiMVll is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual \tlnd Enersv Production Forecesdne Cost (AtrCost) is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Produstion Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expectod costs for
the curreirt 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 Allocafion (ACA) : AFCoct X (FMW / TMW)
And
Monthly Cost Alloctfion (MCA) - ACA / 12
The Wind Eneqgy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA will first be netted against any
monthly energy palments owod to the Seller. If the uetting of the MCA against
4-
,'nt2oto
the monthly€o€qglpaym€nts r€sult$ in a hlanccbcing dtrc Idah Power, the
Pacility shall pay this amount within 15 days of thc datc of the palmeot invoice.
45-
tuu20t0