20140207Motion to Dismiss.pdf

(208) 343-7s00
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McDevitt & Miller LLP -.
Lawyers : "
420 west Bannock 3H+"f i'j -- '
P.O. Box 256+83701
Boise,Idaho 53702 .
Chas. F. McDevitt
Dean J. (Joe) Miller
Celeste IC Miller
.\'! l. CE.'ri ;'1-'s
Februaty 7,2074
Via Hand Delivety
JeanJewell, Secetary
Idaho Public Utilities Commission
472W. Washington St.
Boise,Idaho 83720
Re: CaseNo.LPC-E-13-22
Idaho I7inds LLC
Dear Ms.Jewell:
Enclosed for filing in the above mattet, please find an odginal and seven (7) copies of Idaho Winds
LLC's Motion to Dismiss.
Kindly returar a file stamped copy to me.
Very Truly Youts,
McDevitt & MillerLLP
DJM/hh
Enclosures
Dean J. Miller (ISB No. 1968)
Chas. F. McDevitt (ISB No. 835)
Celeste K. Miller (ISB No. 2590)
MoDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564-83701
Boise,lD 83702
Tel: [phone]
Fax: [phone]
i oe@mcdevitt-miller. com
chas@mcdevitt-miller. com
ck@mcdevitt-miller. com
Attorney for Idaho Winds LLC.
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY TO
UPDATE ITS WIND INTEGRATION
RATES AND CHARGES.
Case No. IPC-E-13-22
IDAHO WINDS LLC MOTION TO
DISMISS
ORIGINAL
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
COMES NOW the lntervenor Idaho Winds LLC ("Idaho Winds"), and pursuant to RP
256.04, Moves to Dismiss in part Idaho Power Company's ("Company'') Application, dated
November 29,2013 ("Application"), that was submitted for approval by the Idaho Public
Utilities Commission ("Commission").
On January 31,2014, several Movantsl filed a Motion to Dismiss, generally asserting that
the Commission should dismiss the Company's Application.
I Cassia Wind Farm LLC, Hot Springs Windfarm, LLC, Bennett Creek Windfarm,LLC, Cassia Gulch Wind Park
LLC, Tuana Springs Energy, LLC, and High Mesa Energy, LLC, are each a wholly owned subsidiary of Continental
V/ind, LLC which is an indirect wholly owned subsidiary of Exelon Wind, LLC. Cold Springs Windfarm, LLC,
Desert Meadow Windfarm, LLC, Hammett Hill Windfarm, LLC, Mainline Windfarm, LLC, Ryegrass Windfarm,
LLC, and Two Ponds Windfarm, LLC (collectively the "Mountain Air Projects QFs") are each a wholly owned
subsidiary of Mountain Air Projects, LLC.
IDAIIO WINDS LLC MOTION TO DISMISS-I
Idaho Winds concurs with Movants that, to the extent the Company's Application seeks
to modify terms, rates, and prices contained in an existing Firm Energy Sales Agreement
("FESA"), like the FESA between Idaho Winds and the Company, the Company's Application is
unsupportable as a matter of law and should be dismissed.
The Commission's Rule of Procedure 256.04 requires parties seeking similar relief to
join in the motion or file their own motion within seven (7) days after receiving the original
motion. Idaho Winds desires to call to the Commission's attention the facts and circumstances
surrounding its existing FESA and the reasons Idaho Winds believes that the Company cannot
modify the wind integration charge ("WIC") as it applies to existing PURPA wind projects.
Therefore, to the extent the Company's Application seeks to modiff terms, rates, and
prices contained in the FESA between Idaho Winds and Company, Idaho Winds respectfully
files this Motion to Dismiss the Company's Application.
A. BACKGROUND
1. The Sawtooth Wind Proiect
Idaho Winds owns and operates a wind generation facility in Elmore County, Idaho,
known as the Sawtooth Wind Project. The Sawtooth Wind Project is a qualified small power
production project under the applicable provisions of the Public Utility Regulatory Practices Act
of 1978. The Sawtooth Wind Project is a stand-alonefacility and is not a disaggregated part of
a larger project. Tlte nameplate rating of the Sawtooth Wind Project is 22 MW, although under
normal operating conditions it is operated so as not to exceed 10 aMW on a monthly basis.
On September l,2009,Idaho Winds and the Company executed a FESA with respect to
the Sawtooth Wind Project. A true copy of the FESA is attached hereto as Exhibit A. On
December 16,2009, the Commission approved the FESA. Order No. 30964, Case No. E-09-25.
IDAIIO WINDS LLC MOTION TO DISMISS.2
The Sawtooth Wind Project achieved its commercial operation date on November 1,
2011, and has been in continuous operation since that date. See Exhibit B, attached hereto.
2. Order No.30488
Order No. 30488 was issued in Case No. IPC-E-07-03.2 That Order approved a
comprehensive settlement of outstanding PURPA implementation issues. Among other things it:
. Increased the published rate eligibility cap from 10 kW to 10 aMW;
. Established a wind integration adjusfrnent of published avoided-cost rates for
PURPA wind projects that had not yet come online;
' Eliminated the then existing 90%1110% band;
. Approved a Mechanical Availability Guarantee, and:
Provided for sharing of wind forecasting costs.
Most importantly for purposes of this case, Order No. 30488 stated:
"Idaho Power's published avoided-cost rates for Wind QFs will be adjusted to
recognize an assumed cost of integrating the energy generated by Wind QFs as
a part of the Company's generating resource portfolio. The rate adjustment will
be applied in three tiers, increasing as the total amount of wind integrated onto
Idaho Power's systern grows. The integration chargefor each Wind QF project
will be calculated at the time a Wind QF project acltieves its Operation Date as
that term is defined in the Firm Energy Sales Agreement (FESA) between the
Company and the wind QF. The integration charge will be calculated as a
percentage (7yo,8oh or 9o/o) of the current 20 year,levelized, avoided cost rate,
subject to a cap of $6.50AvtWh. The integration charge as calculated on the
Operation Date will remainfixed throughout the term of the contract and will be
applied as a decrement to the applicable published rate according to the table
below".... Pgs. 7-8, Case No. IPC-E-07-03 (emphasis added).
2 In The Matter Of Idaho Power Company's Petition To Increase The Published Rate Eligibility Cap For Wind-
Powered Small Power Production Facilities; And To Eliminate The90%1110% Perfonnance Band For Wind-
Powered Small Power Production Facilities.
IDAEO WINDS LLC MOTION TO DISMISS-3
3. The Companv's Current PURPA Wind Proiect Penetration And WIC Allocation
As set forth in the Direct Testimony of Company Witness Yotrngblood, the Company
currently purchases power from twenty-seven (27) existing PURPA wind projects with a
collective nameplate capacity of 576.92 MW. ,See, Direct Testimony of Witness Youngblood,
8x.2. These existing FESAs fall into one of four categories.
Fourteen of the existing FESAs were executed prior to Order No. 30488 and are not
assessed a WIC. Thirteen of the existing FESAs were executed after Order No. 30488, and as a
result, are assessed a WIC. Three of these thirteen existing FESAs contain individually
negotiated rates and are assessed a flat $6.5044Wh WIC that was included in pricing models
used for negotiations. Three of these thirteen existing FESAs contain a levelized rate based on
the then current published avoided cost schedule and are assessed a WIC that reflects an 8%
discount of the specified rate, capped at $6.50/MWh. Seven of these thirteen existing FESAs
contain a non-levelizedrate also based on the then current published avoided cost schedule and
are assessed a WIC that reflects an 8% discount of the specified rate, capped at $6.50/NIWh. The
Sawtooth Wind Project's FESA is in the fourth category. As a result, the WIC contained in the
Sawtooth Wind Project's FESA reflects an9Yo discount of its non-levelized published rate, and
is capped at $6.50/MWh.
4. The Sawtooth Wind Proiect's FESA
The Sawtooth Wind Project's FESA expressly incorporated the terms of Order No.
30488, and the WIC specified therein. Seq Exhibit A, Article VII. Thus, the Sawtooth Wind
Project has always been assessed the WIC established by Order No. 30488 that was calculated as
of its operation date and was to "remain fixed throughout the term of the contract."
TDAHO WINDS LLC MOTION TO DISMISS.4
The Sawtooth Wind Project's FESA expressly states that'ho modification to fthe FESA]
shall be valid unless it is in writing and signed by both Parties and subsequently approved by the
Commission." See, Exhibit A, Section XXIII.
Idaho Winds has not, and does not, consent to the Company's proposed modification to
the WIC that was established by Order No. 30488 and incorporated into its FESA, as stated in
the Company's Application.
5. The Companv's Application
The Company's Application requests authorization from the Commission to update the
Company's wind integration charges in accordance with the findings of its 2013 Wind
Integration Study ("2013 Study). To accomplish this end, the Company has proposed two
overall changes to the WIC: (a) to abandon the use of percentage of avoided cost and allocate a
fixed amount based on IPC's total wind penetration level, and (b) to decouple the WIC from the
avoided cost rate contained in the power sales agreement so as to have a new WIC assessed as a
stand-alone tariff charge.
The Company has requested to implement these two changes through one of three
proposed methods:
. Method 1 - Maintain Current Allocation, with Raised Fixed Costs;
. Method 2 - Maintain Current Allocation with an Integration Tariff; and
. Method 3 - Establish an Equitable Allocation of Costs.
The Company has not specifically stated whether Method I or Method 2 could affect
PURPA wind projects with existing FESAs. The Company ambiguously left this possibility
open in its Application when referring to the tariffs in its Application as "examples" and "drafts."
See,Diect Testimony of Witness Youngblood, Pg. 16.
IDAIIO WINDS LLC MOTION TO DISMISS-s
Method 3, however, would expressly increase the integration costs of existing PURPA
wind projects. Under Method 3, the Company has proposed to raise the WIC for existing
PURPA wind projects that came online prior to December 1,2013; in so doing, the Company has
proposed to decrease the amounts said projects agreed to receive from the Company for the
energy currently delivered under existing FESAs.
B. ARGUMENT
1. Legal Standard For The Commission's Review.
The Commission's procedural rules recognize a motion to dismiss as a proper motion. See,
RP 56. The Commission has considered and granted motions to dismiss in appropriate
circumstances. See e.g. Petition ofJ.R. Simplot Company, CaseNo. IPC-E-13-17, OrderNo.
32940 (granting Idaho Power's Motion to Dismiss).
2. The Companv's Application Should Be Dismissed Fecause The Terms. Rates. And
Prices In The Sawtooth Wind Proiect's FESA Are Not Subiect To Modffication.
Order No. 30488, Commission precedent, and the provisions of the Sawtooth Wind
Project's FESA all preclude modification of those terms, rates, and prices contained in the
Sawtooth Wind Project's FESA.
a. Order No. 30488. and the WIC specified therein. is not subject to chanee with respect
to existins PURPA wind proiects.
The provision in Order No. 30488 fixing the WIC for the term of the FESA was not a
regulatory mandate imposed on the Company against its will. Rather, as noted above, it was the
result of a settlement agreement that the Company signed and supported with the understanding
that it would "provide long-term stability for QF development." Order No. 30488, Pg. I l, Case
No. IPC-E-07-03 (emphasis added). In its Joint Motion to Approve Settlement Stipulation, the
Company stated:
IDAHO WINDS LLC MOTION TO DISMISS-6
"For the reasons cited herein, Idaho Power and Renewable Coalition respectfully
submit that the Stipulation is in the public interest and hereby jointly request that,
after appropriate review, the Commission enter its Order (1) approving the
Stipulation; and (2) authorizing Idaho Power to enter into new contracts with
existing and future wind QFs utilizing the charges, terms and conditions contained
in the Stipulation."'
Because the Company willfully entered into the terms of the settlement agreement that
the Commission approved in Order No. 30488, which unequivocally stated that the "[WIC] as
calculated on the Operation Date will remain fixed throughout the term of the contract," the
Commission should not approve the Company's Application to modiff the WIC established by
Order No. 30488.
Although Idaho Winds recognizes that in Order No. 30488, the Commission expressly
stated that "parties can petition the Commission at any time to open a docket to review and
update wind integration costs if those costs are believed to be outdated or inaccurate," it is clear
from Order No. 30488 that any review or update should only apply to those new PURPA wind
projects that have not yet achieved their commercial operation date. Only through this
interpretation could the goal of long-term conhact stability recognized in Order No. 30488 be
read coherently with the Commission's invitation to the ongoing review and updates of the WIC.
To the contrary, if the Commission were to approve the Company's Application, thereby
interpreting Order No. 30488 as giving the Company the right to increase the WIC for existing
PURPA wind projects, the Commission would efflectively thwart the underlying goal of long-
term QF stability that drove the settlement agreement at issue in Order No. 30488. Had the
parties intended for the terms of the settlement in Order No. 30488 to give the Company this
right to increase the WIC for existing PURPA wind projects, then no existing PURPA wind
project would have agreed to the settlement under the pretense of long-term contract stability.
3 Joint Motion to Approve Settlement Stipulation, October 2,2007,Pg. 12, Case No. IPC-E-07-03.
IDAIIO WINDS LLC MOTION TO DISMISS-7
Furthermore, the recognition for the importance of stability can be discemed from the
Commission's decision not to assess the WIC established by Order No. 30488 to those PURPA
wind projects that achieved their commercial operation date prior to the issuance of that Order.
See,Direct Testimony of Witness Youngblood, Ex. No. 2. Just as the Commission ordered that
those PURPA wind projects that had come online prior to the entry of Order No. 30488 should
not be subject to a WIC that they could not have contemplated, so should the Commission not
approve the WIC increases requested in the Application that Order No. 30488 was designed to
cap for currently existing PURPA wind projects, like the Sawtooth Wind Project.
b. This Commission has recoerized that FESA terms. rates. and prices are fixed.
The Commission has consistently recognized that once rates are fixed by an approved
FESA, they are not subject to modification, absent agreement of the parties. "Once a PPA [or
FESA] has been executed and approved by the Commission---once the contract terms are set-
they are generally not subject to future change absence express language of the PPA [or FESA],
or the agreement of the parties." Order No. 32850, Pg. 14, Case No. IPC-E-I1-15.
As noted above, the FESA under which Idaho Winds sells electricity to the Company
expressly incorporated Order No. 30488. ^lee, Exhibit A, Article VII. At the time it was
expressly incorporated into the Sawtooth Wind Project's FESA, Order No. 30488 stated that the
"[WIC] as calculated on the Operation Date will remain fixed throughout the term of the
contract."
If the Commission were to approve the Company's Application, the Commission would
be allowing the Company to increase the fixed WIC as established by Order No. 30488. Because
the fixed WIC established by Order No. 30488 has been expressly incorporated into the FESA
for those PURPA wind projects that came online after the entry of Order 30488, any such future
IDAHO WINDS LLC MOTION TO DISMISS-8
change to the WIC assessed to those existing PURPA wind projects would amount to a change to
the FESA. Because any change to the FESA would be inconsistent with the Commission's
precedent, the Commission should dismiss the Company's proposed changes to the WIC
assessed to existing PURPA wind projects, as was requested in Company's Application.
c. The Sawtooth Wind Project's FESA expressly precludes modification.
As noted above, the specific terms of the FESA between Idaho Winds and the Company
preclude modification except by written agreement of the parties. The FESA states that, 'T.{o
modification of this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission." See, Attachrnent A, Article XXI[.
As noted above, Idaho Winds has not, and does not, consent to the Company's proposed
modification to the WIC that was established by Order No. 30488 and expressly incorporated
into its FESA. Therefore, the Commission should dismiss the Company's proposed changes to
the WIC assessed to existing PURPA wind projects, as requested in Company's Application.
Idaho Winds acknowledges that the Sawtooth Wind Project's FESA expressly states that:
"[the FESA] is a special contract and, as such, the rates, terms and conditions
contained [the FESA] will be construed in accordance with Idaho Power
Company v. Idaho Public Utilities Commission and Afton Energy. 1nc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities
Commission, 107 Idaho 1122, 695 P.2d 1 261 (1985), Afton Enerey" Inc. v. Idaho
Power Company, t I I Idaho 925, 729 P.2d 400 (1986), Section 210 of the Public
Utilities Regulatory Policies Act of 1978 and 18 CFR 5292.303-308;' See,
Exhibit A, Section 7.7 (emphasis added).
However, Idaho Winds believes that because its FESA expressly incorporated Order No.
30488, and Order No. 30488 unequivocally states that the "[WIC] as calculated on the Operation
Date will remain fixed throughout the term of the contract," there are no facts or balancing tests
to "construe". Therefore, the Commission should dismiss the Company's proposed changes to
the WIC assessed to existing PURPA wind projects, as requested in the Company's Application.
IDAHO WINDS LLC MOTION TO DISMISS-g
d. Federal law precludes modification.
As demonstrated above, Order No. 30488, Commission precedent, and the provisions of
the Sawtooth Wind Project's FESA preclude modification of those terms, rates, and prices
contained in the Sawtooth Wind Project's FESA. That should end the inquiry. However, the
Motion to Dismiss filed by Movants further demonstrates that federal law also precludes
modification. To the extent resort to federal law is necessary, Idaho Winds concurs in the
analysis contained in the Movants' Motion to Dismiss, and the Commission should dismiss the
Company's proposed changes to the WIC assessed to existing PURPA wind projects, as
requested in the Company's Application.
C. CONCLUSION
Based on the reasons and authorities cited herein, Idaho Winds respectfully requests that
the Commission enter its order dismissing the Application of the Company in part to the extent
the Company seeks to modi$z the terms, rates, and prices contained in the FESA between Idaho
Winds and the Company.
DATED ,*, *day of February,2014.
IDAHO WINDS LLC
Attorneyfor ldaho Winds LLC
IDAHO WINDS LLC MOTION TO DISMISS-I0
CERTIFICATE OF SERYICE
\t\
I hereby certifu that on h"4 day of February,20l4,I caused to be served, via the
method(s) indicated below, true and correct copies of the foregoing document, upon:
Jean Jewell, Secretary
Idaho Public Utilities Commission
47 2 W est Washington Street
P.O. Box 83720
Boise,lD 83720-0074
ij [e-mail]
Donovan Walker
Michael J. Youngblood
Greg Said
Idaho Power Company
l22l West Idaho Street (83702)
P.O. Box 70
Boise,Idaho 83707
dwalker@ idahopower. com
mvoun gblood@ idahopower. com
[e-mail]
dockets@idahopower. com
Kris Sasser
Deputy Attomey General
Idaho Public Utilities Commission
472 W. Washington
PO Box 83720
Boise, ID 83720-0074
kris. sasser@puc. idaho. gov
Ken Miller
Clean Energy Program Director
Snake River Alliance
P.O. Box 1731
Boise, ID 83701
kmiller@ snakeriveralliance. ore
Peter J. Richardson
Gregory M. Adam.s
Richardson Adams, PLLC
515 N. 27ft Street
Boise,Idaho 83702
peter@richardsonadams. com
gre e@richardsonadams. com
IDAHO WINDS LLC MOTION TO DISMISS-II
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Benjamin G. Huang, Manager
c/o Mountain Air Projects
6000 N. Foxtail Way
Glenns Ferry,ID 83623
Teresa A. Hill
K&L Gates, LLP
One S.W. Columbia Steet, Suite 1900
Portland, OR 97258
teresa.hill@klgates. com
Paul Ackerman
Assistant General Counsel
Exelon Business Services Corporation
100 Constellation Way
Baltimore,l{D 21202
Deborah E. Nelson
Preston N. Carter
Givens Pursley LLP
601 W. Bannock Steet (83702)
PO Box2720
Boise, lD 83701-2720
den@ givenspursley. com
prestoncarter@ sivenspursley. com
Dina M. Dubson
Renewable Northwest Proj ect
421 SW 6ft Ave., Suite 1125
Portland, Or 97204
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IDAHO WINDS LLC MOTION TO DISMISS-I2
FIRM ENMGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAIVY
AND
IDAIIOWI}{DS LLC
TABLEOF @NTENTS
. r\rticle TITLB
I Definitions
2 No Reliance onldaho Power
3 Wananties
4 Couditionsto Acceptance of Energy
5 Term and Opcration Date
6' Purchase and Salc of Net Energy
7 Purchase Price and Method of Paynent
' I Environmental Attibutes
9 Facilityandlnterconnection
10 Metering and Telemetry
t t Records' 12 Operations
13 Indemnificationandlnsurance
14 ForceMqieue .15 Liability; Dedication
16 Scveral Obligations'17 Waiver
l8 Choice of Laws and Vc,nue
19 Disputes and Default
20 GovemmentalAuthorization
2l ComrrissionOrder
22 SuccessorsandAssigns
.23 Modification-24 Taxes
25 Notices
26 Additional Terrns andConditions
27 Soverability
28 Counterparts
29 EntircAgrccmat Signatr:res
AppendixA
AppendixB
AppendixC
AppendixD
AppendkE
EXHIBIT A
Page 1 of46
FIRM ENERGY SALES AGREEMENT
(10 aMW or Lcss)
Ptoject Name: Sawtooth Wind Project
Project Number: 2i6151 10
THIS AGRBEMENT, entered ioto ootui, 1 # dav ot Se/.le; ler2009 between
IDAIIO WINDS LLC (Seller), and IDAHO POWER COMPAI\IY, an Idaho corporation (Idaho Power),
hereinater sometimes referred to collectively as '?rties" or individually as "Pa^rty,"
. WTINESSETH:
WI{EREAS, Seller will desip, conshuct, own, maintain and operate an electric ge,neration
facility; and
WIIEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electic enerry
produced bythe Seller's Facility
TIIEREFORE, In consideration of the mutual covenants and agree,ments heroinafter set forth, thb
Parties agree as follows:
,:
ARTICLEI: DEFINITIONS
As used in this Agreement aod the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Availabilitv.shortfall Price" - The current month's Mid-Columbia Market Energy Cost minus
the cunexil month's All Hours Enerry Price specified in paragraph 7.3 of this Agreernent. If this
calculation results in a value lxs than 15.00 Mills/Kwh the result shall be ti.OO Uinslfwn.
t.2 'BEsilgsqDgE' - means any oalendar day that is not a Saturday, a Sunday, or a NERC
recognized holiday.
1.3 "Calculated Net Energv A:nount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly mhximum energy
deliveries (measured inKwh) for each individual wind turbine, totaled fortheFacilityto
determine the total enerry that the Facility could have delivered to Idaho Po-u,er during that
812712009
EXHIBIT A
Page 2 of 46
- l-
month based upon: (L) each wind turbines Nameplate Capacity, (2) Sufficient Prime Mover
available for use by each wind turbine during the month, (3) incidents of Force Majeure, (4)
scheduied maintenance, or (5) inoidents of Forced Outagas and less losses and Station Use. If the
duration ofanevent characterized as itffi 3, 4 or 5 above (measured on each individual
occureflcc and iniividual 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
1.4 "eggglqiEsigg" - The Idaho Public Utilities Commission
1,5 "eg$rac!-l&el" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 J'Delay Liquidated Damases" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5 and 5.6.
1.7 "Delgy Period" - All days past the Scheduled Operation Date until the Seller's Facility achiwes
the Operation Date.
l.8 "Delav Prico" - The current month's Mid-Columbia Market Energl 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 calculationwill be 0.
1.9 "Designated Diqpatch Facilitt'' - Idaho Power's Systems Operations Group, or any subsequent
group desiglated by Idaho Powa,
1 . 10 "Effective Date" - The date stated in the opening paragraph of this Firm Energy Sale s
Agreement representing the date upon which this Firm Energy Sales Agreement was fully
executed by both Parties.
1.11 "Eggiliry ' - That elestric geireration facility described in Appendix B of this Agreement.
l.l2 "Firs[Eqerw Date' - The day commemcing at 00:01 hours, Mountain Timg following the day
that Seller has satisfied the requirements of Article IV and the Seller begins delivering entrgy to
Idalro Power's systemat the Point of Delivery.
8n7D009
EXTIIBIT A
Page 3 of46
-2-
I . I 3 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivqry, or b) Idaho Powerrs ability to accept Net En€rgy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: 1)
equipment faihue which was 4q! the result of neglige,nce or laok of preventative mainterance or
2) responding to a hansmission provider curhilnrent order or 3) unplanned preventative
maintenance to r€pair equipment that left unrepaire{ would result in failure of equipment prior
to the planned maintenance period 4) planned maintenance or constnrction of the Facility or
elecEical lines required to serve this Facility. The Parties shall makc commcrcially reasonable
efforts to perform this unplanned preventative rnaiutenance drxing periods of low wind
availability.
1.14 'Tleaw Load Hours" - The daily hours beginning at 07:00 am, ending at 1l:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, LabolDay, Thanlsgiving aud Christmas.
I .15 "InadverteflLEnerd' - Electric energy Seller does not intend to genepte. Inadverient energy is
I^.^;L^I :- -^-a.^*L ? < ^f +L:- A aa*an+more parlicularly described in paragraph 7.5 of this Agreement.
1,16 'fnterconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
l.l7 "Initial Capacity Determination'l - The process by which Idaho Power confinns that under
normal or average desip conditions the Facillty will generate at no more than 10 avoage MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
"Li&JBgd llours" - The daily hours beginnine at I 1:00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanlagiving and Christmas.
"Losses" - The loss of electrical e,nergy orpressed in kilowatt horus (kWh) occurring as a result
of the transforrnation and transmission of enerry between the Metering Point and the point thc
Facility's energy is delivered to the ldaho Power electical sptem. The loss calculation formula
will be as specified in Appendix B of this Agreement
1.18
1.19
8i27t2009
EXHIBIT A
Page 4 of46
-3-
t.20 '@'- Eighty-five perc€nt (857d of the Mid-Columbia Market
Energy Cost.
' Material Brpach" - A Default (paragaph lg.2.l)subject to paragraph 19.22.
"Ma:rimum Caoaciqv Arhount" - The maximum capacity (M-\fl of the Facility will be as
specified in Appendix B of this Agree,ment.
"Mechaqlsal S,yailgbilitt'' - The percentage amount calculated by Seller within 5 days after the
e,nd of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Enerry Amor:nt for the applicable nronth. Any damagas due as a result of the
Seller falling short of the Mechuiical Availability Guarantee for each month shall be detennined
in accordance with paragraph 6.4.4.
"Mechanical Availabilitv Guarantee" shall be as defined in paragraph 6,4.
'iMetgdgg-EqgipEssd] - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix,B required to mcasurq record and telemeter bi-
directional power flows from the Seller's Facility at the Metering Point.
"Mderi4g Point" - The physical point at which the Metering Equipment is located that enables
accurate measureinent of the Test Eneigy and NA Energy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessary data to administer this Agreement
"MirL-Qhp0i'li4.l4arkd-Egglg-eq$" - The monthly weighted average of the daily on-peak and
off-peakDow Jones Mid{olumbia Index @ow Jones Mid-C Index) prices fornon-firmenergy.
If the Dow lones Mid-Columbia [ndex price is discoutinued by the reporting ag€ncy, both Parties
will mutually agree upon a replacement index, which is similar to the Dow Joncs Mid-Columbia
Iadex. The selected replacemeirt index will be consistent with other similar agreements and a.
commonlyused index by the electical industry.
"Ng!q@lg!9-Capacitf' -The full-load electrical quantities aSsigned by the desiper to a generator
and its prime mover or other piece of electrical equip,ment, zuch as transforrrers and circuit
breakers, under standardized conditions, expressed ih aqperes, kilovolt-amperes, kilowatts, volts
t,2l
1,22
t.23
1.26
1,24
t.is
t.n
r.28
812712009
EXHIBIT A
Page 5 of46
-4-
1.29
or other appropriatc units. Usually indicated on a nameplate attached to the individual machine
or device.
llgt-Euqry,'- All of tlre electic energy produced by the Facility, less Station Use, less Losses,
expressed inkilowatt horus (kWh) delivered to tdaho Power at the Point of Delivery. Subject to
the tenns of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the full terrn of the Agreerrent. Net Energy does not include Inadvertent Energy
"QeratipnDate"-The day commencingat 00:01 hours, MountaioTime, followingthe daythat
all requirements of paragraph 5.2 have been completed.
'?9intg!-Dgli:rery" - The location specified in Appendix B, where Idaho Power's and th.e
Seller's electrical facilities are interconnected and the energy from this Facility is delivered to
ldaho Power.
'@'- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineedng and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
"scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. In establishing this date it is expected that the Seller reasonably
determines this date based upon ttie best known information in regards to equipment availability
urd gorstuction schedules.
"schedule-22" - Idaho Power's TariffNo 101, 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 thig Facility into the ldaho Power electrical system as specified within
Sohedule 72 and this Agreement.
"$9ggg4-'- The three periods identified in paragraph 6.2.1 of this Agreement.
"special Faoilities" - Additions or alterations of tansmission and/or distribution lines and
transformers as desoribed in Schedule 72.
"fufuU-l&e"-Electic en€rgJ that is used to operate equipment that is auxiliary or otlrpnrise
related to the production ofelecticity by the Facility.
1.30
1.31
t.32
1.33
1.34
1.35
1.36
8121D009
EXHIBIT A
Page 6 of 46
1.37
-5-
1.38 "St1fr&qt Prime Mover" .meafls wind spe€d that is (1) e,qual to or greater than the generation
unit's rranufaoturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generationrmit's manufacturer-specified maximum levels at
whic,tr the generation unit can safely produce e,nergy.,
"SumhS_EUerd' - All Net Enereiy produced by the Sells's Facility and delivered by the Facility
to the Idaho Power electrical Byste,m pdor to the Opaation Date.
'@' - The total cost of stnrstEes, equipment and appurtei:ances.
"Wind Ensrgv Production Forecasf ' - A forecast of energl deliveries from this Facility provided
by an Idaho Power administered wind forecasting model. The Faeility shall be responsible for an
allocated portion ofthe total costs of the forecasting model as specified in Appendix E.
'i
ARTICLE tr: NO RELIANCE ONIDAIIO POWER
Seller Independe,rt tuvestigation - Seller warrants and represents to Idaho Po\iler that in entering
into this Agreernent and the undertaking by Seller of the obligations set forth hereir\ Seller has
investigated and determined that it is capable of perfomring hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the hansactions
contemplated by this Agreemenl
. Seller tndppendent Experts - All professionals or experts including, but not limited to, engigeers,.
attonxeys or accountants, that Seller may have consulted or relied on in undertaking the
hansactions contemplated by this Agreement have been solely those of Seller.
ARTICLEtrI: WARRANTIES
No Warranfy bi Idaho Power - Any review, acc€ptance or failure to review Seller's design"
specifications, equipment or facilities shall not be an endorsement or a conlirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regrding any aspect of
Seller's design, specifisations, equipment or facilities, including but not limited to, safety,
durability, reliability, strengtlL capacity, adequacy or economic feasibility.
r.39
1.40
1.41
2.1
,.,
3.1
8n7DNg
EXHIBIT A
PageT oI46
-6-
3.2 Quali&ine FaciliW Status - Seller warrants that the Facility is a "Qualifuing Facility," as that term
is used and defined in 18 CFR 292.201 et ieq. After initial qualification, Seller will take such
st€ps as may be required to maintain the Facility's aua[rying Facility status furing theternr of
this Agreement and Seller's faihrre to maintain Quali&ine Facility status will be a Material
Breach of this Agreeme,nt. Idaho Power reserves the right to review the Facility's Quali&ing
Facility status and associated support and conpliance documents at anytime during the terrr of
this Agree,ment.
ARTICLE IV: CONDITIONS TO ACCEPTAITCE OF ENERGY
Prior to the First Energy Date and as a condition of'Idaho Power's acceptance ofdeliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessaf,y for Seller's
operations have bcen obtained from applicable federal, state or local authorities,
including but not limited to, evidence of compliance with Subpart B, I 8 CFR 292.201 et
seq. as a Quali6,in, Facility.
4.1:2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attomey
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. I .1
above are legally and validly issued, are held in the name of the Seller and, based on
. a reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance wittr said permits as ofthe date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power anil will acknowledge that the attorney
renderingthe opinion understands that Idaho Power is relying on said opinion. Idalrc
Power's acceptance of the fonn will not be umeasonably withheld. The Opinion Letter
will b€ governed by and shall be interpreted in accordancc with the legal opinion accord
. of the Anrerican Bar Association Section of Business Iaw (1991).
4.1
8n1D009
EXHIBIT A
Page 8 of46
-7-
4.1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination Such ilata will include
but not be limited to, Nanreplate Capacity, equipment specifications, prime mover data,
resorrQe characteristics, normal and/or average operating desip conditions and Station
- Ure data. Upon receipt of this infonration, Idaho Power will review the provided data
and if necessary, request additional datato complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the MaximumCapacity specified in Appendix B of this Agreement and the
cumulative manufacture Nameplate Capacity tating of the individual gcncration
units at this Facility is less than l0 MW, the Seller shall submit detailed,
manufacturer-specific, verifiable data of the Nameplate Capacity ratings of the
. actual individual generation units to be installed at this Facility. Upon
nameplate rating qf the g€neration units to be installed at this Facility is less than
10 MW, it will be deemed that the Seller has satisfied the Initial Capacity
4.1.4 Namedate Capacitv - Submit to Idaho Power manufaoturer's and engineering
documentation that establishes the Narneplate Capacity of each individual generation unit
that is inoluded withinthis 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
units.
4.1.5 'Eneine€r's C€,rtifications - Submit an executed Bnginee,fs Certification of Design&
Constuction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Poliey as described in Commission Order No. 2L690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recogrize the different engineering disciplines providing the certificates.
8t2712009
EXHIBIT A
Page 9 of46
-8-
5.1
5.2
4.7.6 Insurance - Submit written proof to ldaho Power of all insurance required in Article XItr.
4.1.7 Interconnection - Provide written confirrration from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource DesiEnation and Transmission Service Reouest-
4.1.8.1 Provide aI data required by the Idalro Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confimration from the Idaho Power delivery business unit that the
Seller's Facility has been designated as a networkresource.
4.1.8.3 Provida all data required for Idatro Powerto submit a Transmission Service
4.1.8A Receive confinaatlon from tdaho Power that the TSR has been granted in
paid all costs associated with any requirements ofthe TSR
4.1,9 Written Acceotance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptpnce of enerry have beeir fulfilled. Such written confirmation shall be
provided within a cornmercially reasouable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM A}IID OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement strall become effective
on the dato first written and shall continue in full force and effect for a period of twe,nty (20)
Contract Years from the Operation Date.
Operationbate - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achiwed the First Energy Date.
b) Cornmission approval of this Agreement in a form acceptable to Idaho Power has
beenreceived,
812112m/9
EXHIBIT A
Page 10 of46
-9-
c) Seller has demonstrated 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 formar
: e) Seller has received written confinnation from Idaho Power of the Operation Date.
This confinnation will not be unreasonably withheld by Iilaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to acHieve the Operation Date on or be.fore
the Scheduled Operation Date.
5.3.1 If the Operation Date ocsurs after the Scheduled Operation Date but on or prior to 90
days past the Scheduled Operation Date, Seller shall pay Idatro Power Delay Liguidated
Damages calculated at the end of each calendar month after the Scheduled Operation
Date as follows:
Delay Liquidated Damages are.equal to ((cunent month's Initial Year Monthly
Net Energy Amount as specified in paragraph 5.2.1 dMded by the number of
days in the cune,nt month) multiplied by the number of days in the Detay Period
in the current month) multiplied by the current month's Delay Price.
' 5.3.2 If the Operation Date does not occur within nineff (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:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity funount being measured in kW.
5.4 If Seller fails to achieve the Operation Date within ninety (90) days after the Scheduled Operation
Date and Seller has made no commercially reasonable efforts to develop this Facility; Idaho
Power will tenninate this Agreernent. If the Seller is making commeroially reasonable efforts to
develop this Faoilitn Idatro Pourer shali not tflninate this Agree,nrent and additional Delay
Damages beyond thoso calculated in 5.3.1 and 5.3,2 will be calculated and payable monttrly using
:
the delay 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 achieves the Operation Date or until
- 10-
8127n009
EXHIBIT A
Page 11 of46
5.6
5.7
termination of this Agreement. ff ldaho Power determines that the Seller is no longer malsing
commercially reasonable efforts to develop this Facility Idaho Power shall terminate this
Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Darnages rt'ithin 7 days of whcn
Idaho Power calculates and prese,nts 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
Agreement and Idahp Power may draw funtls from the Delay Security provirled by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree ttrat the darnages Idaho Power would incur due to defay in the Facility
achieying the Operation Date on or before the Scheduled Opuation Date wori,ld f6 diffigul( s1
impossible to predict with certainty, and that the Delay Liquidated Damages aie an appropriate
Within thirty (30) days of the date of a Commission Order as qpecified inArticle )Qil approving
ttris Agreeoreut; Seller shall post iiquid security ('Delay Secufit)/) in a form as described in
Appenclix D equal to or exceeding the amount calculated in paragraph 5.7.1. Failure to post this
Delay Security in the time specified above will be a Material Breach of this Agreement and Idaho
Power may terminate this Agreement..
5.7;l Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maxiqrrr
Capacity Amount being measured in kW.
5.7.1,1 In the event (a) Seller provides Idaho Power with certification that (1) a
generation interconnection agreeme,nt 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 agreemeot is substantially complete and
all material costs of intetconnection have beerr identifierl and agreed upon and (b)
the Seller is in compliance with all terrns and conditions of the generation
8t27t2009
EXHIBIT A
Page 12 of 46
- 11-
6:1
interconnection agreernent, the Delay Security:calculated in accordance wi&
paragraph 5.7.1 will be reduced by ten percent (l0o/o).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Seo;urity as specified
in paragaph'5.7.1.1 and subseque,trtiy (1) at Seller's r€qu€st, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility wi[ not achieve its Operation Date by the Soheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
interconnection agr€ement the full amount of the Delay Seor:rity as calculated in
paragaph 5.7.1 will be subject to reinstatenient gnd will be due and owing within
15 Business Days from the darc Idaho Power requests reinstatement. Failure to
timoly reinstate the Delay Secruitywill be a Material Breach of this Agreemenr
5,7.2 Idaho Power shall release any remaining security posted hersund€r after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1) 30 days
aftsr the Operation Date has been achieved or (2) 30 days after the tennination of this
Agreanent.
ARTICLE VL PIJRCHASE AI.ID SAIJ OF NET ENERGY
Delive(v and Acceptance ofNet Eners.v - Except when either Party's perforrraace is excused as
provided hereir:" Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivory. All hadvertent Energy ptoduced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amormt
ofNet Energy and/or Inadvertent Bnergy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed theMaximrm Capacity Amount
Ne Energsr Amounts - Seller intends to produce and deliver Nst Energy in the following monthly
amounts. These amounts shall be consist€nt with the Mechanical Availability Guarantee.
812712009
EXHIBIT A
Page 13 of46
- t2-
6.2,1 Lritial Year Montbly Nbt Enqey Arnounts:
Month
Season 1
March
April
May
Season 2
Season 3
July
Augrrst
Novernber
December
June
Septernber
October
January
February
Total
kwh
5,812,000
5,762,0A0
5,432,000
4,205,000
3,878,000
5,169,000
5,293,000
5,070,000
4,408,000
5,247,000
5,394,000
4.81s.000
60,485,000
6.3
6.4
Unless exoused by an event of Force Majeure, Seller's failure to deiiver Net Enerry in any
Contact Year in an amount eEral to at least ten percent (107o) of the stun of thc Alitial Year
Monthly Net Energy Amounts as specified in paragraph 6.2 shall constitute an went of default;
Mechanical Availabilitv Guarantee - After the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the FacilitSr- for each month
during tlre full term of this Agreement (the 'Mechanical Availability Guarantee'). Failure to
achievethe Mechanical Availability Guarantee shall result in Idaho Power calculating damage,s as
specified iu paragraph 6.4.4
6.4.1 At the same time the Seller provides the Montbly Power Production and Availability
Report (Appendix A), the Seller shall provide and certiff the calculation of the Facility's
current month's M€chanical Availability. The Seller shall include a sunrmary of all
information used to calculate the Calculated Net Energy .Amount including but not
timiteal to: (a) Forced Outages, (b) Force Majerne wents, (c) wind speeds and the impact
on generation output and (c) scheduledmaintenance and StationUse information.
6.4.2 The Seller shall maintain and retain for three years detailed documentation supporting the
812712009
EXHIBIT A
Page 14 of46
- 13-
monthly calculation of the Facility's Mechanical Availabilif.
6.4.3 Idaho Powdr shall have the right to revierr and audit the documentatt"" "$F.SH$Vfip
calsulation of the Facility's Mechanical Availability at reasonable rffrBJ$ilJSrd*Sr lgornces. , urul?fltoc[?f*l8*,o*
6:4.4 If the cunent 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 AmounQ minus the
montl,'s actual Net Energy deliveries) multiplied by the Availability Shortfall
Price.
'
6.4.5 Any damages caloulated in paragraph 6.4.4 will be offset against the current month'$
dergy palment. ff an unpaid balance remains after the damages are offset against the.
energy paymont, the Seller shall pay in full the remaftiing balance within 30 days of the
date ofthe invoice.
ARTICLE Vtr: PURCIIASE PRICE AND METIIOP OF PAYMENT
7.1 Heaw Load Purchasb iiice - For all Net Energy received during Heavy Loatl Horirs, Idaho
Power will pay the non-levelized €nerg/ price in accordance with Commission Order 30744,
30738 and adjusted in accordance with Cornmission Order 30415 for Healy Load Hour Energy
deliveries, and adjusted in accordance with Cornmission Order 30488 for the wind integration
charge and with seasonalization factors applied:
Year
2009
2010
2011
2012
2013
20t4
2015
2016
2017
Seasonl-Q350Yo\
MiUs/k\I/h
53.96
63.34
54.78
58.32
57.61
58.93
60.28' 61.73
63.14
Season2 - (120.00 Yo)
Mills/kwh
89.26
88.17
90.71
93.45
95.73
98.07
100.47
103.05
105.55
Season3-(100.0070)
Mills/kWh
73;42
72.58
74.53
76.79
78.69
80.64
82.A4
84.79
86.88
ru7012009
EXHIBIT A
Page 15 of46
- t4-
7.2 Light Load Purchase Price - For all Net Energy received dudng Light Load Hours, Idalro Power
will pay the non-levelized energy price in accordance with Commission Order 30744,30738 and
adjusted in accordance with Commission Order 30415 for Light Load Hour Energy deliveries,
and adjusted in accordance with Cornmission Order 30488 for the wind integration charge and
with seasonalization factors applied:
2018
20t9
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
Year
2009
2010
2011
20t2
2013
20t4
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
M.67
66.16
67.68
69.24
70.83
72.48
74.15
75.47
78.25
80.60
83.03
85.53
88.10
90.19
92.72
95.32
Season l -(7350%)
Mills/k$/h
49.04
48.42
49.85. 51.40
52.69
54.00
55,36
50,81
58.22
59,74
61.24
62.75
64.31
65.91
67.55
69,23
70.95
73.05
75.25
108.27
110,90
'113,60
116.37
119.20
'122,11
125.09
128,1s
131,87
'135,71
139.67
143.75
147.55
151.35
155.49
159.73
Season2-(120.000/o)
Mills/k$rh
80.62
75.43
81.97
84.71
86.99
89.33
91.73
94.31
96.82
99.53
102.16
104.86
107.63
110.47
113.38
116.36
119.41
123.14
126.98
89.14
RECBI.VfiD
93.58
t009il0Y l$.ffi B: 13
ulJP#l{&mi.te,o*103.16
105.71
108.81
112.01
115.31
'118.71
122.21
125.05
128.49
132.03
Season3-(100.000/0
Mills/kwh
6A.72
6.5.88
67.83
69.93
71.08
73.47.
75.36
77.51
79.60
81.86
84.05
86.30
88.61
90.97
93.40
95.88
98.43
101.53
104.73
I 1/10/2009
EXHIBIT A
Page 16 of 46
- 15-
7.3
203? 8e.e7 rsl.oo unil?i*4{in,,rt:
AII Hours Enersy Price - The price to be used in the calculation of the s,npl* E;;;"ififfJ{filCt-t
Delay Price shall be the non-levelized enerry price in accordance with Commission Ordo 30744,
30738 and adjusted in accordance with Commission Order 30488 for the wind integration charge
and with seasonalization factors applied:
2028
2029
2030
2031
2032
Year
2009
2010
2011
2012
2013
2014
20i5
20t6
2017
2018
mrg
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
't30.93
13s.01
139.21
142.62
146.75
77.68
80.18
82.75
84.83
87.37
Season I -(73.50Yo)
Mills/kV/h
51.77
51.15
52.59
54.13
55.42
56.74
58.09
59.54
m.95
6248
tr).97
65.49
67.04
68.64
70.28
71.96
73.68
75.87
78.22
80.65
83.14
85.72'
87.80
90.34
92,94
Season2 -(120.00Y4
Mills/kwh
85,37
84,28
86,82
89.56
91.84
94.18
96.5E
99.16
10l.47
104:38
107.01
109.71
112.48
115.32.
1',i8.22
ti't,zl
P4.24
127.95
1e1.82
135.78
139.86
144.06
147.47
151.60
155.85
108.03
#hffi,ruo
**frTilan r,,,
Season3-(100.00%o)
Mills/I(Iilh
70.44
69.60
71.55
73.65
75.45 ,
77:40
79.40
81.55
83.64
85.90
88.09
90.34
92.65
95.01
97.M
99.92
102.47
105.57
109.77
112.07
116r'7
118.97
121.81
125.25
128.7s
7,4 Sumlus EnerCy Price - For all Surplus h*gy, Idaho Power shall pay to tho Sello the crrrrent
month's Market Enerry Reference Price or the All Hours Euergy Price specified in paragraph
7.3, whichever is lower.
tLn0t2009
EXHIBIT A
PagelT of46
- t6-
7.5 lnadvertmt Energ.v-
7.5.1
'1,5,2
Inadvertent Enerry is elecEic energy produced by the Faoility,\xpressed in k10l/h,
which the Seller delivers to Idaho Power at thc Point of Delivery that excecds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
I
(For examplo January contains ?zl4 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,440, 000 kWh iir this e:iample
would be Inadvertent Energy.)
Although Seller intends to desip and operate the Facility to generate no more than 10
average MW andtherefore does not iotend to generate Inadvertent Energr, rdaho
Power will accept Inadverte,nt Enerry that does not exceed the Maximum Capacity
Amount but will not purchase or pay for Inadvertent Energy.
7.6
7.7
Payment Due Date - Energy payments, less the Wind Energy Production Forecasting Monthly
Cost Allocation (MCA) described in Appendix E and any other palanents due Idaho Power, will
be disbursed to the Seller within 30 days of tho date which Idaho Power receives and acceptq the
documentation of the monthly Mechanical Available Guarantee and the Net Enerry actuatly
delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be conshued in accordance with
Idaho Power Companlr v. Idaho Publis Utilities Commission and Afton En€rgv. Inc., 107 ldaho
781, 693 P,zd 427 (1984), Idaho Power Conpany v. Idaho Public Utilities Commission, l0?
Idaho 1122, 695 P.2d 1 261 (1985), AAon Energy. [nc. v. Idaho Power Companv, I I I Itlaho 925;
72g P.2d,400 (1986), Seclion 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303.308
.4RTICLE VIft ENVIRONIT4ENTAL ATTRtsUT.ES
8.1 Idaho Power waives any claim to ownership of Environmental Athibutes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Enerry
EXHIBIT A
Page 18 of46
ANDM9
- t7-
Credi* (REC$ and Tradable Renewable Certificates (IRC$ directly
production of energy from the Seller's Facility.
associated with the
9.1
9.2
ARTICLE D(: FACILITY A}.ID INTERCONNECTION
Desip of Facility - Seller will desigu, construct, install, own, operate and maintain th9 Facility
and any Sellerowned Interconnection Facilities so as to allow safe and reliable generation and
rlelivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the fulI
temof theAgreement.
Interconnection Facilities - E-xcept as specifically provided for in this Agreemenq the required
InterconnectionFacilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incuned by ldaho Power for equipment costs, installatioq costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERING AND TELEMETRY
Meterine - Idaho Power shall, for tho aocount of Seller, provide, install, and maintain Metering
and Telemeby Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idatro Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the tlpe requiredto measure, record and report the
Facility's Net Energl, Station Usg Inadvertent Enerry and maximum e,nerry deliveries (kW) at
the Point of Delivery in a manner to provide Idaho Power adequate energ5r measurernent data to
administer this Agree,oent and to integrate this Facility's energy proiuction into the Idaho Power
electrical system.
Telcmetry - Idaho Power will install, operate and maiutain at Selleds expense metering
cornmunications and telemeuy equipment which will be capable of providing Idaho Power with
10.1
812712009
EXHIBIT A
Page 19 of46
- 18-
11.1
11.2
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
rlelivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facitity.
ARfiCLEXI.RECORDS
Maintenance of Recodg - Selle'r shall maintain at the Facility or such other location nnrtually
acceptableto the Parties adequate total generation, Net Energy, StationUse, Inadvertent Energy
and maximum gcncration ftlif records in a fomr and content recornmended by Idaho Power,
Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business horus, to inspect and audit any or all generatioq Net Energy, Station Usg
Inadvertent Energy and maximum generation ftW) records pertaining to the Selleds Facility.
ry
lz.L iommunieations - Idaho Power and the Seller shall rraintain appropriate operating
communications through Idaho Power's Designated Dispatch Faoility in accordance with
Appendix A of this Agreement
12.2 EnergyAcc€,ptance-
12.2.1 ldaho Power shall be excused from accepting and paying for Net Enerry or accepting
Inadvertent Energy which would have otherwise been produced by the Facili.ty'and .
delivered by the Seller to the Point of Delivery if it is prevented from doing so by air
' event of Force Majeure, Forced Outage or temporary disconnection of the Facility in
accordance with Schedule '12. lf, for reasons other than an event of Foice Majeure or a
Forced Outagg a temporary disconneotion undu Schedule 72 exceeds twenty (20) &yii,
beginning with the twenty-fint day of zuch intemrptioq curtailment or reductioq Seller
will be demed to be delivering Net Energy at a rate eqtrivalent to the pro rata daily
average of the amounts specified forthe applicable month inparagraph 62. Idaho Power
will notiS Seller when the internrption, curtaitnent or reduction is ternrinated-
12.22 If, in the reasonable opinion of Idaho Power, Selley's operation of the Facility or
8121t2009
EXHIBIT A
Page}O of46
- 19-
Interconnection Facilities is unsa& or rnay otherwise adversely affrct ldalro Power's
;
equipment, personnel or senrice to its customers, Idaho Power may temporarily
discormect the Facility from Idaho Power's fiansmission/distribution system as specified
within Schedule 72 or take such other reasonable steps as Idalro Power deems
I
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
Capaiity Amount at any moment in time. Seller's failure to limit deliv€ries to the
Maximum Capacity Amount will be a Material Breach of this Agreement
12.3. Scheduled Maintenance - On or before January 31 of each calendar year, Seller slrall submit a
written proposed maintenance schedule of sigpificant Facility mainte,nance for that calendar year
and Idaho Power and Seller shall ruutually agree as to the acceptability ofthe proposed schedule.
The Parties d*ermination as to the acceptability of the Seller's timetable for schduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power systern
requirements and the Seller's preferred schedule. Neither Party shall unreasonably witbhold
acc€ptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - fn S"U". and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance sohedules such that they occur simultaneously.
12.5 Contact Prior to Curtail:nent - Idaho Power will make a reasonable attempt to contact the Selle,r
prior to exercising its rights to intemrpt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the elechical syste,rq and/or uqplanned eve,nts Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of elechical enerry deliveries to Idaho
Power.
ARTICLE )iltr: INDEMNIFICATION AND INST]RANCE
Indemnification - Each Party shaU agree to hold harmless and to indemifi thp otho Party, its
8127D009
EXHIBIT A
Page 2l of 46
13.1
-20-
offic€rs, agcnts, affiliates, subsidiaries, parcnt company and employeas against all loss, damage,
expense and liability to third persons for rqiury to or death of persou or injury to property,
proximately caused by the inderrnifying Party's constructiorl ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemni$nng Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemrdty. The indemnifying Parly shall pay all documented
costs, including reasonable attomey fees that may be incuned by the other Party in enforcing this
indemnity.
13,2 Insurance - During the term of this Agreerae'nt, Seller shall secure and continuously oarry the
following insurance coverage :
13.2.1 Comprehensive GEneral Liability Insurance for both bodily injury and property U*U:
with limits equal tb $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consiStent with current Insurance Industy Utility practices for
similar property.
13.2.2 Theabove insuranco coverage shall be placed with an insurance cornpany with an A.M.
Best Cornpany 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 written notice to Idaho Power.
Seller to Provide Certificate of Insurance - As required in paragaph 4.1.6 herein and anmally
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the covemge as set forth above.
Seller to Noti& Idaho Power of Loss of Coveraee - tf the insurance coverage requked by
paragaph 13.2 shalt lapse for any reason, Seller will imrrediately notifi Idaho Power in miting.
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
13.3
13.4
8127t2009
EXI{IBIT A
Page 22 of 46
-21-
t4,t
replace the coverage will constitute a Material Breach of this Agreement.
As used * *, OO.*r* orce Majeire'means any cause
beyond the conrol ofthe Seller or ofldaho Power which, despite the exercise ofdue diligence,
sush Party is unable to prevent or oyercome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, stomrs, wars, hostilities, civil strife, sbikes and other labor disturbances,
earthquakes, fires, ligbtning epidemics, sabotage, or changes in law or regulation occurring after
the Effective Datq whish, by the exercise ofreasonable foresight such Party could not reasonably
have been expectedto avoid and by the exercise ofdue diligence, it shall be uuable to overcome.
If either Party is rendered wholly or in part unable to perform its obligations irnder this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatev€r
performance is affected by the event of Force Majetire, provided thatl
(1) The non-perfonning Party shall, as soon as is reasonably possible aftq ttre
occurence of the Force Majeure, give the other Party written notice describing
the particulars ofttre occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event ofForce Majzure
No obligations of either Party which arose before the occurre,nce causing the
suspension of perforrrance and which could and should have been fully
perfomred before such occurence shall be excused as a result of such
occturence.
ARTICLE XV: LIABILITY: DEDICATION
Nothing in this Agreement shall be constued to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication ofttrat
(2\
(3)
15.1
812',il2009
EXHIBIT A
Page23 oI 46
-22-
16.1
Party's system or any portion thereofto the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTTC,LE XVI: SEVERAL OBLIGMIONS
Except where specifically stated in this Agreement to be othenvise, the duties, obligations and
liabilities ofthe Parties are intended to be severai and notjoint or oollestive. Nothing contained
in this Agreement shall ever be constud to create an associatioq tnrst, partnership orjoint
venture 61 imlose a trust or.partn€rsh.ip duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement,
ARTICLEXVIL WAIVER
Any waiver at any time by either Party of its rights with respect to a defrult under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVItr: CHOICE OF LAWS AND VENTIE
18.1 This Agreement shall be corstrudd and interpreted in accordance with the laws of the State of
Idaho without reference to its choice oflaw provisions
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the temns and conditions of this Agreement, will be submified to the
Commission for resolution.
17.1
19.r
-21-
8127Dffig
EXHIBIT A
Page 24 of 46
19.2 Notibe of Default -
19.2,1 Defaults. If either Party fails to perforrr any of the terms or conditions of this
t9.2.2
Agreement (an "event of default'), the nondefaulting Parly shall cause notice in
writing to be given to the defaulting Party, speciffing the manner in which such
default oocurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after senrice of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cure.d within a cornmercially
reasonable time but not within such sixty (60) day poiod and then fails to diligently
pursue such c'urg the,n, the nondefaulting Party man 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
to de,faults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurence ofthe breach.
L9.3 Secqdtv for Perfomnnce - Prior to the Operation Date and thereafter for the full term o! this
Agreement, Seller will provide Idaho Power with the following:
19.3,1 t:surance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
t9.3.2
fails to comply, such faihue will be a Material Breach and may or{}, be crned by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
Eneineer's Certifications - Every thrce (3) years after thc Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maihtenance
(O&M) from a Registered irofessional Engineer licensed in the State of ldaho, which
Certification of Ongoing O & M slnll 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 providiug the required certificate; and
19.3.3 Licases and Peroits . During the fuI1 term of this Agreement, Seller shall maintain
compliance lvith all permits and licenses described in paragraph 4.1.1 of this
812712009
EXHIBIT A
Page 25 of46
-24-
z0.l
Agreernent. In additiorq Seller will supply Idaho Power with copies of any new or
adilitional pernits or licmses. At least wery fiflI Contact Year, Seller will update the
docun:entation described in Paragraph 4.1.1. If at any time Seller fails to maintain
cornpliance with the perrrits and licenses desqibed 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 pennifiing agency.
. ARTICLB XX: GOVERNMENTALAUTHORZATION
This Agreement is subjec-t to thejurisdiction of those govenrmental agencies having contol over
eitlrer Party of this Agreement.
ARTICLE XXI: QOMMISSION ORDER
This Agreemmt shall become finally effeotive upon the Commission's approwtl of all tenus anil
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incuned €xpenses for ratemakingpurposes.
ARTICLE )Ofi : SUCCESSORS AND AS SIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to thrc
benefit ofthe respective successors and assigns ofthe Parties hereto, except that no assignment
hermf by either Parfy sball become effective without tho written cons€trt of both Parties being
first obtained, Such conseirt shall not be unreasonably wittrheld. Notwithstanding the foregoing
any party which ldaho Power may consolidatg or into which it may merge, or to which it may
convey or tansfer substantially all of its electic utility assets, shall automatically, without ftrther
act, and without need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights,
obligations and interests under this Agreeinent. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
zt.7
22.1
8t21t2009
EXHIBIT A
Page26 of 46
-25-
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLEXXItr: MODIFICATION
23..1 No modification to this Agreement shall be valid unless it is in writing ind signed by both Parties
and subsequently approvedby the Corrmission.
ARTICLEXXIV: TAXES
i
24.L Eich Party shatl pay before delinquency all tanes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEX)ff: NOTICES
25J All written notices under this Agreeurent shall be directed as follows and shall be
considered delivered when fCIred e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller: Idaho Winds LLC
Attention: Tom Fetzer, Vice President
4255 S. Nickel CreekPlace
Meridian, tdaho 83642
phone 208.888.?960
e-mail tf@powerworks. com
To ldaho Power:
Orisiual docum€;rt to:
Vice President, Powerr Supply
Idalro Power Company
POBoxT0
Boise, Idaho 83707
Email: jimmil [e-mail]
Coov of document to:
-26-
8t27t2009
EXHIBIT A
Page27 ol46
Coge,neration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed abovg by providing writteo
notice frorn an authorized person rEpresenting the Party .
ARTICLEXXVf, ADDMIONAL TERMS AND CONDMONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
refere,nce:
Appe,rdixA
AppendixB
Appenrlix C
Appendix D
Appendix E
Monthly Power Production and Availability Report
Facility and Point of Delivery
Engineer's Certifi cations
. Fonns of Liquid Security
Wind Enerry Production Forecasting
28.1
ARTICLE X.XVtr: SEVERABILITY
27 .,L The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms orprovisious and this Agreernent shall be construed
in all other respects as if the invalid or unenforceable te,r:n or provision were omitted.
ARTICLE XXVItr: COIJNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemod an
original but all ofwhich together shall constitute one and the same instrument.
ARfiCLE)OO* ENTIREAGREEMENT
29.1 This Agreement curstitutes the entire Agreement of the Parties concerning the zubject matter
hereof and supersedes all prior or contemporaneous oral or written agreementi between the
Parties concerning the subject matter hereof.
8127t20W
EXHIBIT A
Page28 of 46
-27-
IN WIINBSS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective narres on the dates set forth below:
Idaho Power Comoany Idaho lVinds LLC
n' flG/&L BY
DanB. Minor
Sr. Vicc Presidcnt, Delivery
'"'* B*FIotol*zooq
"Idaho Powet''
-28-
812712009
EXHIBIT A
Page29 of 46
APPENDD(A
A_I MONTHLYPOWERPRODUCTIONAND AVAILABILITYREPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equfuiment
measuring the Facility's total energy production delivered to Idaho Power and Station Usage trnd the
generated energy ftW) as recorded on the Metering Equipment and/or any otherrequired
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to beein the energy payment calculation and payment process. The meter readings
on this report shall not be used to calculate the actual paymen! but instead will be a check ofthe
automateil meter reading infomation that will be gathered as described in itein A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability
8D712009
EXHIBIT A
Page 30 of46
-29-
ProJectName
Address
City
Idaho Power Company
Cogeneration and Small Power Productlon
MONTEI,Y POWER PRODUCTION AND AVAILABILITT REPORT
Month Year
Project Number:
PhoneNumber:
State ztp
I
Net tr'acility
Outout
MeterNumber:
Statlon
Usaee
-_ Statiotr
Usage
Meieieil
Marlrrrm Generrtion
kw
Net Gendraflon
End of Month kWh MeterReading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constatrt:
kWh for tteMonth:
Metered Demandl
Mechcnlcsl Avsilabilitv Guarantee
Seller Calculated Mechanical Avallablllty
As speclfied in thls Agfeement the Seller shall include with this monthly report a summry sfd6ment of the
Mechanlcal Availabtlity of this Faclllty for the calendar month. Thls iummary shell lncluile details as to how
the Seller calcutdted thls value and summary of the Faclllty data ueed in the calculadon. Idrho Power antl
the Seller sholl work together to mutually develop a summary report that provldu the required data. Idrho
Power reserver the right to review the detailed ilata used ln t[ls calculadon as allowed withln the Agreement.
Sipature Date
8127n009
EXHIBIT A
Page 31 of46
- 30-
A.2 AUTOMATED METER READING COLLECTION PROCESS
Montlrly, Idaho Power will use the provided Metering and Telemeky equipment and processes to collect
the mete.r reading infonnation from the Idaho Power provided Metering Equipment that measures the Net
Energy antl enerry delivered to supply Station Use for the Facility recorded at 12:00 AI\4 (MidniCht) of
the last day of the month..
The meter infornation collected will include but not be limited to enerry production, Station Usg the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreerrent
A-3 ROUTINEREPORTING
Idaho Power Contact lnformation
Daily Enerey Production Reportine
Call alaily by l0 a.m., 1-800-3564328 or 1-800-635-1093 and leave the following
information:
. Project ldentification - Project Name and Project Numberr Curent Meter Readingo Estimated Generation for the curreut dayo Estimated Generation for the next day
Planned and Unplanned Project outaees
Call 1-800-345-1319 and leave the following information:
. Project Identification - Project Name and Project Number. Approximate time outage occured
Estimated day aod time of project coming back online
Seller's Contact Information
24-Hour Proiect Operational Contact
Name:
Tele,phone Number;
Cell Phone:
Project On site Contact infonnation
8127t2009
EXHIBIT A
Page 32 of 46
Telephone Number:
- 31-
B-1
APPENDD(B
FACILMY A}.ID POINT OF DELIVERY
PROJBCTNO. 216rs110
Idaho Winds LLC - Sawtooth tWind Farrn
DESCRIPTION OF FACILMY
(Must incluile the timeplate rating and VAR capabltity @oth leading anil lagging) of all generation unlts
to be lncfuded in the Facility)
The Facility will consist of 14 GE wind turbines with individual generator nameplate ratings of
1.5 MW for each unit, for a total Facility generator nameplate rating of 2l MW, with a maxinnrm
Facility ouput of 22 MW. Each generating unit has a reactive power capability (VAR capability)
of 493 kVAr delivered (laggrng) to 493 kVfu consumed (leading). Seller and Idaho Power may
mutually agree to su.bstitution, any timo prior to the Operation Datg a difrerent manufacturer
and/or model wind turbine provided that the aggregate nameplate rating of the Facility does not
exceed 22 MW.
If the Seller wishes to substitute different wind turbines, the Seller shall provide detailcd
speci.fications of the proposed substitute wind tubines to Idaho Power. Idaho Power will then
review this detailed infonnation and either accept or rqject the Seller's proposed substitute wind
tirrbines. Idaho Power acceptance of the substitute wind turbines will be required by both
confirmations that the interconncction is able to accornmodate the substitute wind trnbines and
that the substitute wind trntines are acoeptabl€ rmder this Agreement. Only after Idaho Power's
asceptance of the substitute wind turbines shall the Seller be allowed to install the substitute wind
turbines, which acceptance shall not be unreasonably withheld.
El27DWg
EXHIBIT A
Page 33 of46
-32-
B-3
B-2 LOCATIONOFFACILMY
Near: Glenns Fory, ID
Section: 16 Township: T5S Range: R9E County: Elmorq ID.
Descriptiori of Interconnection Location: On-site in Section 16, T5S, R9E, Elmore County,
Idaho. Interconnect with an existing Idaho Power 34.5 kV distibution line. Exact point of
interconnection to be determined as part of the Idaho Power delivery business unit's
iiterconnection study process
Nearest Idaho Power Substation: Sailor Creek substation.
SC}IEDULED FIRST ENERGY AND OPERATIONDATE
Sellerhas selected October 31. 2012 as the Scheduled First EnergT Date.
Seller has selected December 31. 2012 as the Soheduled Opoation Date.
In -aHng these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirernents in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an OperationDate.
B4 MAXMUM CAPACITY AMOLINT: This value will be Z?II.[JN which is consistent with thre
value provided by the Seller to Idaho Power in accordance with Schedule 72. This value is the
maximum energy O[W) that potentially could be delivered by the Seller's Facility to the Idaho
Power eleotrical system at any moment in time.
POINTOFDELIVERY
"Point of Deliveqy''rreans, unless otherwise agreed by both Parties, tlre point of where the
Sellcr's Facility's energy is delivered to the Idalro Power electrical system, Schedule '12 will
detennine the specific Point of Delivery for this Facility. The Point of Delivery identified by
Schedule 72 will become an integral part of this Agreement.
8n7n009
EXHIBIT A
Page 34 of 46
- 33-
8.6 LOSSES
If the Idaho Power Metering eqr:ipme.nt is capable of measuring the exact energy deliveries by the
Seller to the Idalro Power electrical system at the Point of Delivery no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measrue the exact en€rry deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery a Losses calculation will
be established to measure the energy losses (kWh) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially set at 2Yo of the klVh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the eleckical equipment specifications (transformgr loss
specifications, conductor sizes, etc) of all of the elechical equipment between the Facility and the
Idaho Power electrical systenq Idaho Power will configure a revised loss calculation formula to
be agreed to by both Parties aud used to calculate the kWh [,osses for the remaining term of the
Agreement. [f at any time during the term of this Agreernent, Idaho Power detennines that the
loss calculation does not correctly reflect the achral kWh losses attributed to the elechical
equipment between the.Facility and the Idaho Power eles'trical systern, [dalro Power.may adjust
the calculation and rehoactively adjust theprevious month's k![& loss calculations.
METERING A}.ID TELEMETRY
Schedule 72 wrll d€t€rmine the specific metering and telerretry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly euetgy deliveries to tlre Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
specifications, equipment [ocation, Idaho Power provided equipment, Seller provided
equipment and all costs associated with the equiprnent, dgsigr and installation of the Idaho
Power provided equipment. Seller will arrange for and make available at Seller's cost
communication circuit(s) compatible to Idaho Power's communications equipment and dedicated
8t2712009
EXHIBIT A
Page 35 of46
-3+
to ldatro Pows's use tenninating at the ldaho Power fasilities capable of providing Idaho Power
with continuous instantancous information on the Facilities €,lltrgy production, Idabo Power
provided equipment will be owaed and maintained by Idaho Power, with total cost of puchasg
installation, operation, and maintemance, including adminisbative cost to be reimbursed to tdaho
Power by the Sello. Payment of these costs will b€ in accordance with Schedule 72 ardthe total
metering cost will be included in the salculation of the Monthly Operation and Maintenanie
Chargesspeoified in Schedule 72
8t2'tDow
EXHIBIT A
Page 36 of46
- 35-
APPENDD(C
. ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The rmdenigned on behalf of himself and
hereinafter collectively referred to as nF.ngineer,tl
hereby states and c€rtifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2, That Engineer has reviewed the Energy Sales Agree,rre,ut, hereinafto "Agxeefrrent," between
Idaho Power as Buyer, and Seller, dated
3. That the cogenetation or small power production project which is the subject of the Agreement
and this Statement is ide,ntified as IPCo Facility No.and is hereinafter referred to as
the'lProject."
4. that the Projec! which is commonly known as the Project, is located in
Seotion _ Township _ Range . Boise Meridian, _ County; Idaho.
5. That Engineo recopizes that the Agreement provides for the Project to furnish electrical enerry
to Idaho Power for a twenty (20) year period.
6, That Engineer has substantial experience in the design, constnrction aad operation of elecfic
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer,of this Project.
8. That Engine€rbas reviewed and/orsupervisedthereviewofthePolicyforOperation and
Mainteirance ('O&Mu) for this Project and it is his profesional opinion that, provided said Project has
been desiped and built to appropriate standards, adherence to said O&M Policy witl result in the
Project's produciqg at or near the design electrical output, efficienoy and plant factor for a twenty (20)
year period"
8127D009
EXHIBIT A
Page37 of46
- 36-
9, Tbat Enginea rccognizes that Idaho Power, in accordaose with paragraph 52 of thc Age.mm,
is relying on F,ngh€ds representations and opinions ontainedinthis Strtcm€mt
10. That Engineer ccrtifies tbat tho abovo staternmts are complete, tnrc and acsurat& to the best of his
knowlcd,ge aud tbwfore sds his hand ad seal bclow.
(P.8. Stamp)
Datc
8127tm09
EXHIBIT A
Page 38 of45
-37-
APPENDD(C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENAI{CE
The undersigred on behalf of himself and
hereinafter collectively referred to as "Engineer," hqreby
states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineo in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sates Agreemen! hereinafter "Agree,mcrt," betureen
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of thg Agreeme,nt
and this Statenoent is identified as IPCo Facility No.and hereinafter refeffed to as the
"Project".
4. That the Project, which is commonly known as the Project, is locatd in
Section _Township_Range BoiseMeridian,_County, Idalro.
5. That Engineer recognizes that the Agreement provides for the Project to firnish electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, constnrction and operation of eltctic
power plants of the same typs ss this projecl.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
rerords since the last previous certified inspection. t{ i5 F.ngrne6r's professioual opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operafing condition; and that ifadherence to said O&M Policy continues, the
Pfoject will continue producing at or near its design electrical output, efliciency and plant factor fot the
remaining _ years of.the Agreement.
8t2712009
EXHIBIT A
Page 39 of46
- 38-
g. 'That Engineerrecopizes that klaho Power, in accordance wirhpa:ugraph 5.2 ofthe Agreement,
is relying on Eugincer's representations and opinions contained in this Stateurent
10. Tbat Engineff e€rtifies that the above staternents are couplotg tue and acctnate to the bet of his
knowledge md therefore sets his hand and seal below. ,
@.E. Stamp)
Date
By
8mn009
EXHIBIT A
Page 40 of46
- 39-
APPENDD(C
ENGINEER'S CERTIFTCATION
OF
DESTGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as I'Engineer!',
hueby states and certifies to ldaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
?. iFhat Engineer has reviewed the Firm Energy Sales Agreement, hereinafter trAgreementtr
between Idahq Power as Buyer, and Seller, dated
3. That the.cogeneration or small power production project, which is the subject of the
and is hereinafterAgreeruent and this Staternent, is identified as IPCo Facility No
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township
-
Range Boise Meridiarq
-
County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical
energr to Idaho Power for a twenty (20) yeaf period.
6. . That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same tlpe as this Project
7. That Engineer has no economio relationship to the Design Engineer of this Project and
has made thr analysis of the plans and specifications independently.
8. That Engineo has reviewed the engineering design and constnrction of the Projeot,
including the oivil worh electrical worl generating equipme,nt, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9, That the Project has becn constructed in accordance with said plans and specifications, all
812712N9
EXHIBIT A
Page 4l of46
- 40-
applicable corles and consistent with Prudent Electical hactices as that temr is described in the
Agrepment,
10. That the desip and conshuction ofthe Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of perforrring in accordance withthe
terms of the Agreement and with Prudent Electical Practices for a twenty (20) year paiod.
11. Ifut Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of tle
Agreement, in interconnecting the Project with its systern, is relying on Engineer's iepresentations and
opinions contained in this Statement.
12. That Engineer certifies that the above stateme,nts are complete, Eue and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
8t27t2009
EXHIBIT A
Page 42 of 46
- 41-
APPENDD(D
FORMS OF LrQrJrD SECURTTY
The Seller shall provide Idaho Power with commercially reasonable security instn:rneirts such as
Cash Escrow Security, Guarantee or Letter ofCredit as those terms are defiled below or other
fonrs of liquid financial security that would provide readily available cash to Idaho Power to
satisff the Delay Security and any other security requirements within this Ageement.
For the purpose of this Appendix D, the tenn "Credit Requirements" sha.[ mean acceptable
financial credilworthiness of the 6ntity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided tlat any guarantee and/or
letter of credit issuetl by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation orMoody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. Cash Escrow Security - Seller shall deposit funds io an escrow account established by the
Seller in a banking institution acceptable to bothParties equal to the Delay Secrrity or other
required security amoun(s). The Seller shall be responsible for all costs, and receive any
interest eametl associated with establishing and maintaining the escrow account(s).
Guarantee or Letter of Credit Secuity - Seller slrall post and maintain in an aniount equal to the Delay
Security or other resuired security amormt: (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretioq or (b) au irrevocable Letter of Credit
in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs assooiated with
establishing and maintaining the Guarantee(s) or Letto(s) of Credit.
8127n009
EXHIBIT A
Page 43 of 46
-42-
APPENDXE
WIND EMRGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the eirergyproduction from this Facility and other Qualifring Facility wind
geireration resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is detsrrined as specified below. Sellers
share will not be greater than 0. 1% of the total energy payments made to Seller by ldaho Power during the
prwious Contact Year.
a. For every month of this Agreement beginning with the first full month after the
First Energy Date as speoified in Appendix of this Agree,ment, the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) will be due and payable
by the Seller. Any Wind Energy Production Forecasting Monthly Cost
Allocatious (MCA) that are not rcimbursed to Idaho Power shall be deducted
from energypayrrents to the Seller.
o As the value of the 0.1% cap of the Facilities total energy pzi)'nrents will ngt
be known until the frst Contract Year is complete, at the end of the fust
Coutract 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 arnounts over tle
enzuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balancc will be deducted from the ensuing Contract Year's energy paym€nts,
Duringthe first Conhact Year, as the value of the 0.1% cap of the Facilities total
energy payrr.ents will not be known until the first Contract Year is conrplete,
8n7na09
EXHIBIT A
Page 44 of 46
- 43-
ldaho Power will deduct the Facility's calculated share of the Wind Energ5r
Produstion Forecasting costs specffled in itemd each month during the first
Contact Year and subsequently refund any overpa;anent (papaents that exceed
the cap) ingqual monthly amounts over the ensuiag Conhact Year
The cost allocation formula described below will be rwiewed and revised if
necessary on the last day of any month in which the cunulative MW nanreplate
of windprojectb having Commission approved agreem€nts to deliver eirergy to
Idaho Power has been revised by an action of the Cornmission.
d. The monthly cost allocation will be based upon the following formula :
Where: Total MTY flMW) is equal to the total nameplate rating of all QF wind
projects that are under contact to provide energy to [daho Power
Cornpaoy.
Facilitv MW fiMW) is equal to the nanreplate rating of this Facility as
specified inAppendixB
Annual \Yind Enersv Production f,'orecastins Cost (Atr'Cost) is equal
to thetotal annual cost ldaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power w!11 estimate the AFCost for the
curreirt year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actualgosts
to the estimated costs and any differe,nces between the estirnated AFCost
and the actual AFCost will be included in the next year's AFCost.
Anuurl Cost Allocation (ACA) = Af,'Cost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) -- ACAt 12
The Wind Enogy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Powc. The MCA will first be netted against any
monthly encrgy paym€nts owed to the Seller. If the netting of the MCA aginst
-44-
812712009
EXHIBIT A
Page 45 of46
the monthly enorry palane,nts rasults in a balaocc bcing duc Idaho Powor, the
Facility shall pay this amount within 15 days of the date of'the palanent inroice.
8mn$g
EXHIBIT A
Paige 46 of46
-45-
October 3l,20ll
Randy C. Allphin
Senior Energy Contracts Coordinator
Idaho Winds LLC
Attrr: Mr. William Damon, Vice President
15850P Jess Ranch Road
Tracy, CA 93577
Original: U.S. Mail
E-mail Copy: [e-mail]
RE: Sawtooth Wind Project
Project Number - 21615110
Operations Date
This notice is provided as specified in paragraph 5.2 of the Firrp E4erry Sales Agreenleiit between
Idaho Winds LL-C andIdaho PowerCompany forthe Sawtooth WintlProjdct(iaAgreemerlrr;.r i| ' 'i ' ' '\:'-
On October 28,2011, Idaho Power received an e-mail fipin the pioject requestihg an Operation Date of
November l,20ll.
As specified in paragraph 1.30 of the Agreement;
"Operation Date - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed"
Idaho Power has reviewed the requirements of paragraph 5.2 and the information provided by the project and
agrees that, as of the date of this letter, the project has completed all ofthe requirements to be granted an
Operation Date as requested.
Therefore the Operation Date for this project shall be considered to be 00:01 hour of November l,20ll.
Please review the complete Agreement, specifically any requirements that go into effect as of the
Operation Date.
EXHIBIT B
Page I of2
To establish payment information (payee, payee address, elecfronic paymen! etc.), please contact
Carlene Snyder, (208-388-2265, [e-mail]), and she can assist you in detennining the
necessary information required for establishing either electronic or manual payments. If youhave any questiors
specifically in regards to the ongoing payment calculation, please contact Kent Christensen (208-388-2593,
[e-mail]).
If there axe any other questions that you have, please feel free to contact me.
thogply,
$O cLWpry
Bpndy c Allphh
If,ahq Power Cpmpflny
$C,A/cs
9p; Kent Cfryistensen
EXHIBIT B
Page2 ol2