20140207Joinder in Motion to Dismiss.pdf

Deborah E. Nelson, ISB # 571I
Preston N. Carter, ISB # 8462
GIVENS PURSLEY LLP
601 W. Bannock St.
Post Office Box272O
Boise, Idaho 83701-2720
Telephone: [phone]
Facsimile: 208-388-1300
1996/,08 _6 [ l4E8-5] [l 1067-1 9]
Attorneys for Meadow Creek Project Company LLC;
LLC; and Idaho Wind Partners, LLC
0&lG/,V,4f,
Rockland Wind Farm,
1 4l
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY TO
UPDATE ITS WIND INTEGRATION
RATES AND CHARGES
Case No. IPC-E-13-22
MEADOW CREEK PROJECT
coMPAllY LLC, RO CKLATID
WIND FARM, LLC, AND IDAHO
WIND PARTNERS 1, LLC'S
JOINDER IN MOTION TO DISMISS
AI\D ADDITIONAL RESPONSE
Under Idaho Public Utilities Commission ("Commission") Rule of Procedure 256.04,
after a prehearing motion is filed, "all parties seeking similar substantive or procedural relief
must join in the motion or file their own motions." Idaho Admin. Code 31.01.01.356.04
(emphasis added). Pursuant to Rule 256.04, Meadow Creek Project Company, LLC ("Meadow
Creek"); Rockland Wind Farm, LLC ("Rockland"); and Idaho Wind Partners I,LLC ("IWP")
join in the Motion to Dismiss filed by several intervenorsl on January 3l,2Ol4 ("Motion to
Dismiss") to the extent the Motion to Dismiss contends existing Firm Energy Sales Agreernents
("FESAs") may not be unilaterally modified. Meadow Creek, Rockland, and IWP also
' The following parties filed the Motion to Dismiss: Cold Springs Windfarm, LLC; Desert Meadow Windfarm,
LLC; Hammett Hill Windfarm, LLC; Mainline Wind Farm, LLC; Ryegrass Windfarm, LLC; Two Ponds Windfarm,
LLC; Cassia Wind Farm LLC; Hot Springs Windfarrn, LLC; Bennett Creek Windfarm,LLC; Cassia Gulch Wind
Park LLC; Tuana Springs Energy, LLC; and High Mesa Energy, LLC (collectively, "Moving Parties").
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE _ PAgC I
Case No. PC-E-13-22
respectfully provide the Commission with several additional reasons to limit the scope of tdaho
Power Company's ("Idaho Power") Application so that the Application could apply only to new
contracts and not existing FESAs. Limiting the scope of any action requested in the Application
to new contracts will permit the Application to proceed while avoiding the burden and expense
imposed on existing contract holders associated with this case.
Bacrcnouxo
1. Meadow Creek owns and operates two wind farm developments with nameplate
capacities of 80 MW (North Point) and 40 MW (Five Pine) located in Bingham County, Idaho.
These developments are Qualifoing Facilities ("QFs") under the Public Utility Regulatory
Policies Act of 1978 ("PURPA"). They are subject to existing FESAs, as amended, with Rocky
Mountain Power, true copies of which are attached hereto as Exhibits 901 and 902. The
Commission approved the FESAs in Case Nos. PAC-E-I1-03 and PAC-E-l l-05 and through
IPUC Order 32419. Paragraph 5.1 of each FESA establishes a Wind lntegration Charge
("WIC") of $6.50 per MWh. The WIC was approved by the Commission in Order 31021, PAC-
E-09-07 (2012).
2. Rockland owns and operates a wind farm development with a nameplate capacity
of 80 MW located in Power County, Idaho. The development is a QF under PURPA and is
subject to an existing FESA, as amended, with Idaho Power, a true copy of which is attached
hereto as Exhibit 701. The Commission approved the FESA in Case No. IPC-E-10-24. The
Rockland FESA contains a Mechanical Availability Guarantee and was approved after the
Commission adopted the WIC in Order 30488, IPC-E-07-03 (2008). The negotiation of energy
prices in the Rockland FESA included a discount of $6.50/lr,IWh for wind integration. See !ffiI0-
13 of Idaho Power's Application, IPC-E-10-24.
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE -Page2
Case No. DC-E-13-22
3. IWP owns and operates eleven wind farm developments, with a combined
capacity of 183 MW, in the Magic Valley of Idaho. [WP's project portfolio consists of the
following projects: Burley Butte, Golden Valley, and Milner Dam in Cassia County; Camp Reed
in Elmore County; and Oregon Trail, Payne's Ferry, Pilgrim Stage Station, Salmon Falls,
Thousand Springs, Tuana Gulch, and Yahoo Creek in Twin Falls County. The developments are
QFs under PURPA and are subject to existing FESAs with Idaho Power, true copies of which are
attached hereto as Exhibits 801 through 8l l. Each FESA was approved by the Commission.2
Three of the FESAs (Yahoo Creek, Carnp Reed, and Payne's Ferry) contain a Mechanical
Availability Guarantee and were approved after the Commission adopted the WIC in Order
30488. Article VII of these FESAs state that energy prices are "adjusted in accordance with
Commission Order 30488 for the wind integration charge." Eight of the FESAs contain a
90%/ll0% firming provision to account for intermittences associated with wind power. These
FESAs (Burley Butte, Golden Valley, Milner Dam, Oregon Trail, Pilgrim Stage Station, Salmon
Falls, Thousand Springs, and Tuana Gulch) were approved before the Commission adopted the
WIC in Order 30488.
JorNoBn
4. Meadow Creek, Rockland, and IWP join in the Motion to Dismiss to the extent
the Motion contends existing FESAs may not be unilaterally modified. Meadow Creek,
Rockland, and IWP request that the Commission afford thern any relief that is afforded the
Moving Parties pursuant to the Motion to Dismiss.
2 See Order Nos. 2771 (Pilgrim Stage Station);29813 @urley Butte); 30924 (Camp Reed); 29814 (Golden Valley);
29948 (Milner Dam); 29772 (Oregon Trail); 30926 (Payne's Ferry); 29951 (Salmon Falls); 29770 (Thousand
Springs); 29773 (Tuana Gulch); 30925 (Yahoo Creek).
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE _ PAgC 3
CaseNo. PC-E-I3-22
Annmroual Rrspoxsr
5. Meadow Creek, Rockland, and IWP present the following additional reasons for
limiting the scope of Idaho Power's Application to new contracts. Meadow Creek, Rockland,
and IWP respectfully submit that the Commission's decision may rest on any of these bases, any
of the bases presented in the Motion to Dismiss, or some combination thereof.
6. First, in its Application, Idaho Power does not advocate for any of the three
alternate methods it identifies for changing the existing wind integration charge regime but,
rather, presents them all as viable alternatives. Methods I and2 would impose an increased WIC
on new contracts. Method 3 would modiff existing contracts.3 Modification of existing
contracts would be contrary to the terms of existing FESAs, previous Commission orders, and
PURPA and its implernenting regulations. Given the significant legal challenges associated with
Method 3 and the fact that the Applicant itself is not advocating for one method over the others,
it is appropriate for the Commission to limit the scope of the proceeding at the outset to exclude
Method 3. This would allow the Application to proceed without the necessity and expense of
resolving legal issues associated with modification of existing contracts.
7. Second, the FESAs specifically provide that "[n]o modification of this Agreement
shall be effective unless it is in writing and signed by both Parties." Meadow Creek FESAs
lQ2.l (errryhasis added); Rockland FESA fl23.1 ("No modification to this Agreement shall be
valid unless it is in writing and signed by both Parties . . . ." (anphasis added)); IWP FESAs
fl26.1 (Burley Butte, Tuana Gulch, Thousand Springs, Salmon Falls, Pilgrim Stage, Oregon
Trail, Milner Dam, Golden Valley, Camp Reed);'1T23.1 (Yahoo Creek, Payne's Ferry) (same).
3 The Moving Parties suggest that Methods I and2 could be consfued to apply to existing FESAs. Motion to
Dismiss at 8. Meadow Creelg Rockland, and IWP respectfully request that the Commission clarifu that Methods I
and 2 do not apply to existing FESAs.
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE - Page 4
Case No. WC-E-13-22
Any attempt to modifu the terms of the FESAs without consent of both parties would constitute a
breach of these express contract terms.
8. Third, orders from the Commission prohibit unilateral modification of existing
FESAs. "Onca a PPA has been executed and approved by the Commission - once the contract
terms are set - they are generally not subject to future change absent the express language of the
PPA, or the agreement of the parties." Order 32580, IPUC-E-I1-15, at p.la Q0l2). This does
not mean that ldaho Power cannot take into account the cost of integration wind generation;
"operational problerns" caused by wind generation may be addressed "when [the Company]
negotiates new PPAs." Order No. 32697, IPUC GNR-E-I1-03, at 36 (2012) (ernphasis added).
The existing FESAs deal with intermittent wind power in a variety of Commission-approved
manners, including a90%lll0% performance band or a Mechanical Availability Guarantee
coupled with a WIC, which is established on the Operation Date and remains fixed throughout
the term of the contract. Order No. 29632, IPC-E-04-8 (2004), atp.20 (establishing90%lll0%
band); Order No. 30488, IPUC-E-07-03, at p. 8 (acknowledging that the approved wind
integration charge "will remain fixed throughout the term of the contract."); Order No. 31021,
PAC-E-09-07 atp.3 ("The integration charge will remain fixed throughout the term of the
contract and will be applied as a decrement to the applicable published rate."). Accordingly, the
Commission's orders dictate that the Application be limited to new contracts.
9. On these bases, the bases presented in the Motion to Dismiss, or on some
combination thereof, Meadow Creek, Rockland, and IWP respectfully request the Commission to
either (1) grant the relief requested in the Motion to Dismiss or (2) issue an order at the outset
clarifying that it will not consider any requested method in the Application that would modiff
existing FESAs in this proceeding.
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE - PAgC 5
Case No. DC-E-13-22
DATED this 7th day of Februxy 2014.
GIVENS PURSLEY LLP
Deboratr E. Nelson
Attomeysfor Meadow Creek Project Company
LLC; Rockland Wind Fann, LLC; and
Idaho Wind Partners I, LLC
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE - Page 6
CaseNo. DC-E-13-22
CERTIFICATE OF SERVICE
I hereby certiff that on the 7th day of February, 2014 the foregoing was served upon the
following individuals by the means indicated:
Original Plus 7 Copies
trtr
Ntrtr
Jean Jewell
Secretary
Idaho Public Utilities Commission
472W. Washington
P.O. Box 83720
Boise, lD 83720-0074
[e-mail]. gov
Service Copies
Donovan E. Walker
Michael J. Youngblood
Greg Said
Idaho Power Company
1221 W. Idaho St. (83702)
Boise, ID 83707-0070Email: [e-mail]
myoungblood@idahopower. com
[e-mail]
Idaho Power Company
Kris Sasser
Deputy Attorney General
Idaho Public Utilities Commission
47 2 W . Washingto n (837 02)
P.O. Box 83720
Boise,lD 83720-0074Email: [e-mail]
Commission Staff
Dean J. Miller
McDevitt & Miller, LLP
420W. Bannock St. (83702)
PO Box 2564
Boise,ID 83701
E-mail: [e-mail]
Idaho Wind, LLC
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE -PAgE 7
CaseNo. rcC-E-13-22
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Rick Koebee, President
Idatro Winds, LLC
5420W. Wicher Road
Glenns Ferry, ID 83623
Email: [e-mail]
Ken Miller, Clean Energy Program Director
Snake River Alliance
PO Box l73l
Boise, ID 83701
Email: [e-mail]
Snake River Alliance
Peter J. Richardson
Richardson Adams, PLLC
515 N. 27th St.
Boise, lD 83702
Email: [e-mail]
Cold Springs Windfarms, LLC
Desert Meadows Windfarm, LLC
Hammett Hill Windfarm, LLC
Mainline Windform, LLC
Ryegrass Windform, LLC
Two Ponds Windform, LLC
Benjamin G. Huang, Manager
c/o Mountain Air Projects
6000 N. Foxtail Way
Glenns Ferry,lD 83623
Teresa A. Hill
K&L Gates, LLP
One S.W. Columbia Street, Suite 1900
Portland, OR 97258Email: [e-mail]
Renewable Northwest Proj ect
American Wind Energlt Association
Dina M. Dubson
Renewable Northwest Proj ect
421 SW 6ft Ave., Suite 1125
Portland, OR 97204Email: [e-mail]
Renewable Northwest Project
JOINDER AND STATEMENT OF ADDITIONAL RESPONSE - Page 8
Case No. PC-E-13-22
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Gregory M. Adams
Richardson Adams, PLLC
515 N. 27th St.
Boise, ID 83702Email: [e-mail]
Cassia Windform LLC
Hot Spring Windfarm LLC
Bennett Creek Wind Farm, LLC
Cassia Gulch Wind Park, LLC
Tuana Springs Energt, LLC
High Mesa Energt LLC
Paul Ackerman
Assistant General Counsel
Exelon Business Services Corporation
100 Constellation Way
Baltimore, MD 21202
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A0^rh-L,/-W
Deborah E. Nelson
JOTNDER AND STATEMENT OF ADDITIONAL RESPONSE - Page 9
Case No. DC-E-13-22
EXHIBIT 7OI
CASE NO. IPCE.13-22
D. NELSON, ROCKLAND WIND FARM, LLC
Article
I
2
FIRM ENERGY SALES AGREEMENT
BEIWEEN
IDAIIO POWER COMPAI\TY
AI.ID
ROCKT.A}ID WIND PROJECT LLC
TABLEOFCONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and OperationDate
Purchase and Sale ofNet Energy
hrchasc Price and Method of Paymeirt
Environmelrtal Attributes
Facility and Interconnection
Metering andTelemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liabi[ty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governme, tal Authorization
CommissionOrder
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
AppendixA AppendixE
Appendix B Appendix F
AppendixC Appe,ndixG
Appendix D
_)_
8 tSlt2olo
EXHIBIT 701
D. N E LS.N, *o"*.ift B=#3, Eht;l'..?
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FIRM ENERGY SALES AGREEMENT
Project Name: Rockland Wind Project
Proj€ct Number: 4 I 455300
TIIIS FIRM ENERGY SALES AGREEMENT ('Agreement'), entened ^to olndhu",3dday of
Septe,mber, 2010 betweenRockland Wind Pnoject Ll,C (Seller), and IDAIIO POWER COMPANY, an
Idaho corporation (Idaho Power), hereinaft€r sometimes referred to collectively as ?arties" or individually
as *Party."
WTINESSETH:
WHEREAS, Seller will design, construct, own, maintain aod operate an electric ge,neration facility;
and
WHEREAS, Seller wishes to sell, and ldaho Power is yilling to ptrchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forlt, the
Parties agree as follows:
ARTICLE I: DEFIMTIONS
As used in ttris Agree.meot aod the aplrreodices attaehed hereto, the following terms shall have the
following meanings:
1.1 "Adjusted Facilitv Mechanical Availabilitt''means the sum of the actual hours in each calendar
month less any hours, and any portion of an hour (measured in lS-minute int€rvals), in which a
Force Majeure, an Idaho Power Forced Outage or an ldaho Power failure to receive Net Energy
was in effect that prevented the Facility or portions of the Facility from delivering Net Energy to
8l3u20lo
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2O14 Page 2
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Idaho Power multiplied by the Nameplate Capacity of the Facility as established in paragraph 5.3
of this Agreement result being measuled in MWhs.
"Availability Shortfall Price" -
I .2 .l For each calendar month beginning before January | , 2022, the difference of the Ma*et
Energy Reference Price for such month, minus the applicable All Hours Energy Price
specified in paragraph 7.3 of this Agreement for such month.
I .2.2 For each calendar month beginning on or after January 1,2022, the difference of the
Market Energ5t Reference Price for zuch month, plusthe Environmental Atffrbute
Replace,ment Value minus the applicable All Hours Energyprice specified in
paragraph 7.3 ofthis Agree,ment
I -2.3 If the applicable calculation in paragraph | .2-l or I .2.2 results in a value less than I 5.00
Mills/Kwh the result *hall be 15.00 Mills/Kwh.
*BgSlnegg_Deyg" - 6sans any calendar day that is not a Saturday, a Sunday, New Years Day,
Memorial Day, tndependence Day,I-aborDay, Thanksgiving, Christmas , or any otherNERC
recognized holiday.
*Commission" - The ldaho Public Utilities Commission.
'fuhaE1_Ygat''- The period commencing each calendar year on the same calendar date as the
Operation Date and eading one (1) year thereafter.
"Critical E@tS" has the meaning set forth in pragraph 54.
'Dglgy_Damages" - pamages payable to Idaho Power as cdculated in paragraph 5.4, 5.5, 5.6 and
5.7.
"Dglaylerisd" - All days past the Scheduled Ope,ration Date until the Seller's Facility achieves the
Operation Date, prcvided that if Seller's Facility achiwes the Operation Date after the Delay
Security has been exhausted by ldaho Power as provided in this Agreement, the Delay Period ends
on the date that the Delay Sectuity equals zero and Idaho Power may terminate this Agreement at
that time with no additional damages being assessed against either Party.
8t3U20rc
EXHIBIT 701
CASE NO. IPC-E-1}22
D. NELSON, ROCKLAND WND FARM, LLC
21712014 Page 3
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1.6
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1.9 "Deley-Price" - Eight Thousand Dollars ($8,000.00) per day.
I . I 0 "DglgySecgiqt''- The amount of security, as determined in paragraph 5 .9. I , to be provided against
delays in Seller's achievernent of the Operation Date.
"Desipated Dispatch Facilifi/'- Idaho Power's Syste,ms Operations Group, or any zubsequent
group designated by Idaho Power.
"Effective Datd'- The date stated in the o,pening paragraph of this Firm Energy Sales Agreemeirt
representing the date upon which this Firm Ene4y Sales Agreement was fully executed by both
Parties.
1 .13 "Faciliry ' - That electric generation facility described in Appendix B of this Agree,ment.
l.l4 "Facility M@hanical AvailabiliV' - A montlly estimatq mquured in MWhs prepred and
documented after the fact by the Seller, reviewed and accepted by the Buyer in accordance with
paragraph 6.6.1 that is the sum of the available hours and any portion of an hour (measured in 15
minute intenrals), of each wind ttrbine as rccorded on each wind turbines operations syste,m
(SCADA) multiplied by the Nameplate Capacity of each wind turbine. The Seller shall collect and
maintain actual data to support this calculation and shall keep this data for a minimum of 3 years.
1.15 "First-Eger@ - The day commencing at 00:01 hours, Mountain Time, followiog the day that
Seller has satisfied the requiremeuts of Article tV and the Seller begins delivering qr€,rgy to
Idaho Power at the Point of Delivery.
1.16 "Environmental Attributes" means any and all credits, beirefits, emissions reductions, offsets, and
allowances, howsoe..er eotjtle4 atE:ibutable to the geoeration filom the Facility, and its avoided
emission of pollutants. Envimnmental Attributes include but are not limited to: (1) any avoided
emission of pollutants to the air, soil or water such as sutfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),
methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have bee,n detsrmined by the United Nations
Intergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
8t3U20tO
EXHIBIT 701
cAsE NO. IPC-E-1T22
D. NELsoN, RoCKLAND Y)?#H;lj!
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potefltial thrcat of altering the Earth's climate by happing heat in the atuosphere;I (3) the reporting
rights to these avoided e,missions, such as Green Tag Reporting Rights. Green Tag Reporting
Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the Green Tag Purchaser's discretioq and include without limitation those Green Tag
Reporting Rights accruing under Section 1605(b) of The Eneqg5r Policy Act of 1992 and any
presetrt or future federal, state, or local law, regulation or bill, and intemational or foreign
einissions trading progftrm. Green Tags are accumulated on a MlVh basis and one Grwn Tag
r€,pr€sents the Environmental Attributes associated with one (l) MWh of Energy. Environmental
Attributes do not include (i) any fltrgy, capaclty, reliability or other power attributes from the
Facility, (ii) production tax credits associated with the constnrction or operation of the Facility and
other financial incentives in the form of cnedits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in lieu
of the investuent tax credit pursuant to Section 1603 of the American Recovery and Reinvestment
Act of 2009, or (iv) e,mission reduction credits encumbered or used by the Facility for compliance
with local, strat€, or fcd€ral operating and/or air quality permits.
"Environmental Attribute Replacemeot Value" - means a) through the calendar year of 2021the
lesser of $25 per MWh or the documented value of the affected Party's lost RECs, expressed in
dollars per MWh or b) for the calendar year of 2022 and beyond the lesser of $25 escalated by 2o/o
for each calendar year past 2021 or the documented value of the affected Party's lost RECs,
expressed in dollars per MWh.
"ttscw t oadnguls" - The daily hours beginning at 7:00 am, ending at 1l:00 pm Mountain Time,
(16 hours) excluding all houm on all Sundays, New Years Day, Memorial Day, Indepe,ndenceDay,
Labor Day, Thanksgiving, and Christmas.
I Avoidedemissionsrnayormaynothave anyvalueforGHGcoryliarcepurposcs. Althoughavoided
emissions are included in thc list of Environmsotal Attributes, this inclusion does Dot sreate myright to use those
avoided emissions to comply with any GHG regulatoryprogram.
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"ur. *o.r=I3]?:I:21
D. NELSON, ROCKLAND WND FARM, LLC
2ni2014 Page 5
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1 . 19 "Idaho Power Forced Outase" - a partial or total reduction of Idaho Powet's ability to accept Net
Energy at the Point ofDelivery fornon+onomic rrasorxi, as a result of ldaho Powec l) equip,ment
failure which was 49! the result of negligence or lack of preventative maintenance or 2) rrnplanned
preventative maintenance to repair equipnent that left uff€eaire4 would result in failure of
equipment prior to the planned nraintenance period or 3) plaoned mainte,nance or construstion of
electrical lines rquired to serve this Facility. Idaho Power shall make commerciallyreasonable
efforts to perform the planned and unplanned preventative maintenance during periods of iorv wind
availability.
1,20 "Interconnection Facilities" - All equipment specifred in Seller's interconnection agrwm€rt.
l.2l "LiEIhLLoad Hours" - The daily hours beginning at I I :@ pm, ending at 7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Da5 Thanksgiving, and Chrishas.
1.22 "I-osses" - The loss of electrical energy expressed in kilowaft hours (kWh) occurring as a result of
the transformation and transmissioo of energy betwee, the Metering Point and the Point of
flelivery. The loss calculation formula will be as specified in Appendix B ofthis Agreement. If the
Metering Point is physically located at the Point of Delivery and measures the actual €,nergy
delivered to the Idaho Power electrical system at that point then the Iosses will be zero.
1.23 "Mrket Enerey Refer€nce Price" - Eighty five percent (85%) of the Mid{olumbia Market
Energy Cost.
..tfa+--i^l El*^^Ltt A T\^f^..t+/-^---L t(t t f \ -.L:-r.^ -^*--L 1O t trvr@lvrlq Drvoeu - ^ 4rc4rt ursotsI4l,u Lz,L.L, lsuJgv! lu pq4E 4lru t).L.L.
"Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as specified
in App€ndix B sf this Agreement.
*Mechanical AvailabilM - The percentage amount calculated by Seller within five (5) days after
the e,nd of each month of the Facility's monthly mechanical availability, calculared as the quotient
of the Facility Mechanical Availability (MWhs) divided by the Adjusted Facility Mechaoical
Availability (MWh$ Availability for the applicable month. Any damages due as a result of the
8t3U20rO
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2O14 Page 6
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Seller falling short of the Mechanical Availability Guarantee for each month sball be de{crmined in
accordance with paragraph 6.6.4.
"Mechanical Availability Guarantee" shall be as defined in paragraph 6.6.
"Metering_Eqgippqenll - All equipment specified in Seller's interconnection agrwme,nt, this
and any additional equipment specified in Appendix B required to measure, record and
telemeter bidfuectional power flows from the Selleds Facility at the Metering Point.
"Metering-Pqiil" - The physical point at which the Metering Equipment is located that enables
accurate measurcment of the Test Energy and Net Energy deliveries to Idaho Power at the Point of
Delivery for this Facility that provides all n*essary data to adrninister this Agreement.
"Mid- Columbia Martet EnerqvCost" -Ninety percent (90%) of the monthly weighted average of
thedaily on-peakandoff-peak Intercontinental ExchangeMid-Columbia Index (ICEMid{ Index)
prices for firm en€rgy. If the ICE Mid{ Index price is discontinuod by Intercontinental Exchange,
both Parties will mutually agr€e upon a replacement index, which is similar to the ICE Mid-C
Index- The selected replacement index will be consistent with other similar agreemen8 and a
commonly used index by the electrical industry-
*Itlamelatc_eapaci!y'' -The full-load electrical quantities assigned by the designer to a gen€rator
or other piece of electrical equipment, such as transformers and circuit brcakers, under standardized
conditions, expressed in amperes, kilovolt-amFeres, kilowatts, volts or other appropriate units.
Usually indicated on a nameplate attached to the individual machine or device.
"NelEnery" - All of the electric energy produced by the Facility, less Station Use, less losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to the
terms of this Agreement, Seller commits to deliver all Net Energy to ldaho Power at the Point of
Delivery forthe full term of the Agreement.
"Ooeratign_Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.3 have been completed.
8/3u20r0
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
21712O14 PageT
1.29
1.30
l.3l
1.32
1.33
-8-
1.34
1.35
1.36
1.37
"Lqint-sfDeliJd'-The location specffied in Appendix B, where Idaho Power's and the Seller's
electrical facilities are iuterconnested and the eneqgy from this Facility is delivered to Idaho Power.
"Prudeot Electrical hacti@s"-Thosepractices, methods and acts that wouldbe implementedmd
followed by pnrdemt operators of electric transmission facilities (with respect to Idaho Power) or
prudent operators of electric geireratioo facilities similar to the Facility (with respect to Seller) in
the Western United States &ring the relevant time penod which practices, methods and acts, in the
exercise of prudent and responsible professional judgmeot in the light of the facis lnown at the time
the decision was made, could reasonably have been expected to aocomplish the desired result
consistexrt with good business practices, reliability and safety, and shall include, at a minimum,
those professionally responsible pra.ctices, methods and acts described in the preceding s€ril€lrce
that comply with manufacfurers' warranties, restrictions in this Agree,ment, and the require,ments of
governmental authorities with jurisdiction over the applicable Party, WECC standards, and
applicable Law. Good IndustryPractice is not inteirded to be the optimum practice; method or act
to the exclusisn of all others, but rather is intended to be any of the practices, methods and/or
actions geirerally accepted in the region.
*EE"-The Production Tax Credits applicable to electricity produced from certain re'newable
resources pursuant to 26 U.S.C. $ 45, orreplace,ment or substitute tax benefits based on €n€rgy
production from the Facility.
"Efe-Value" - If the Seller elects to receive PTCs for this Facility, an amouf equal to: (a) the
PTCs to which Seller would ha.,,e been entitled with r--spect to renewable energy (!) it is .:aable to
deliver because of a Buyer event of default or (ii) that Buyer fails to receive and such failure is not
excused by the terms of this Agreement; plus (b) a "gross up" amount to take into account the
fed€rd, state and local income tax to Seller on such payments in lieu of PTCs, so that the net
amount retained by Seller, afterpa5nnent of federal, state and local income taxes, is equal to the
amount set forth in clause (a) of this definition. For purposes of determining the foregoing, Seller
shall deliver a certifrcate from an officer of Seller stating the corporate income ta:r rates (fed€ral,
8t3u2010
EXHIBIT 701
CASE NO. t?C-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nDO'l4PageB
-9-
state or local, as applicable) that are in effect for the Seller during the tax year in which the receipt
of such PTC Value is taxe4 and such income tax rates shall be used in the calculation of the PTC
Value. Ifthe Seller does not elect to receive PTC's for this Fasility, the PTC Value shall be rero (0).
1.38 "Renewable Enere.v Certificate" or *REC" mqrns a certificate, credit, allowance, green tag, or
other tansferable indicia, howsoever eotitle4 indicating generation of renewable energy by the
Facility, and includes all Environmeirtal Attributes arising as a result of the generation ofelecficity
associated with the REC. One REC represents the Environmental Attributes associated with the
generation of one thousand (t,000) kWh of Net Energy.
1.39 "Scheduled Operation Date" - The date specified in Ap,p€xdix B when Seller anticipates achieving
the Operation Date, as such date may be extended in accordance with paragraph 5.4. It is expected
that the Scheduled Date provided by the Seller shall be a reasonable estimate of the date
that the Seller anticipates that the Seller's Facility shall achieve the Operation Date.
1.40 ".@' - The three p€riods identified in paragraph 6.4.1 of this Agreement.
1.41 "Serid De:fect" means an equipment failurc, or a foreseen equipment failure, after installation of
the equipment that is a result of a manufacturer's material manufacturing or design defect, or a
defect that occurs in thirty percent (30yr) or nxore of the equipment iostalled and which the Seller
had no knowledge of priorto the equipment being installed at this Facility.
1.42 o'Station_lUsg" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricrty by the Facility.
1.43 'eI@" has the meaoing set forth in paragraph 5.1.
l.M Test XE€rry" - All Net Energy produced by the Seller's Facility and delivered by the Facility to
the Idaho Power electrical system prior to the Operation Date.
1.45 "Wind Enere.y Production Forecast" - A forecast of energy deliveries from this Facility provided
by an Idaho Power administered wind forecasting model, as described in Appendix E.
1.46 "Wind Energy Pnoduction Forecasting Mont y Co 'or o'lv!Cr\" has the meaning set
forth in Appendix E.
813U20r0
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND W|ND FARM, LLC
21712014 Page 9
-10-
2.1
2.2
3.1
3.2
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller Inde,pende,nt Invastigation - Seller warrants and represeirts to ldaho Power that in entering
into this Agree,ment and the by Seller of the obligations set forth herein, Seller has
investigated and det€rmhed that it is capable of performing hereund€,r and has not relied upon the
advice, experience or expettise of Idaho Power in connection with the trasactions contemplated
by this Agree,melrt.
Seller Independent E:rperts - AII professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLEITI WARRANTIES
No Warranty hy Idaho Power - Any review, acc€ptan@ or failure to review Seller's design,
specifications, equipment on facilities sball not be an endorse,ment or a confirmation by
Idaho Power and Idaho Power makes no warranties, expressed or implie4 regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but trot limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifrine Facility Status - Seller warrants that the Facility will be a *Qualifying Facility," as that
term is used and defined in 18 CFR 292-2U et seq. prior to the delivery of any Test Energy or Net
Energy for sale pursuant to this Agreement. Aft€r initial qualification, Seller will take such steps as
may te reqrrlre-il to uoarntain the Facilit'r's Quali$,itlg Facility status 'sder ! 8 CFR- i292-20! et--
seq. during the full term of this Agrement, and Seller's failure to maintain Qualiffing Facility
status will be a Material Breach of this Agreemeirt. As specified in par,agraph 4.1.1, as a condition
to achieve a First Energy Date, the Seller shall provide documentation and evid€,nce that the
Facility is a Qualifuing Facility. After the First Eneqgy Date Idaho Power reserves the right to
request and review the Qualiffing Facility status and associated support and compliance
documents at anytime during the term of this Agreement.
El3t/2010
EXHIBIT 701
CASE NO. tPC-E-1y22
D. NELSON, ROCKLAND WND FARM, LLC
2nEU4 Page 10
- 11 -
4.1
ARTICLE IV: CONDITIONS TO ACCEPTA}ICE OF ENERGY
Prior to the First Enerry flate, Seller shall:
4-l.l Submit proof to Idaho Power ttnt all licenses, p€rmits or approvals necessary for Seller's
operations have been obtained frrom applicable federal, state or local authorities, including
but not limited to, evidence of compliance with 18 ff\.292.201 et seq. as a certified
Quali&ing Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power ao Opinion lrtter 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 4.1.1 above are legally
and validly iszued, are held in the name of the Seller an4 based on a reasonable
independent review, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion Letter. The Opinion Irtter will be in a form
acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Power's acceptance of the
form will not be unreasonably withheld. The Opinion Irtter will be govemed by and shall
be interpreted in accordance with the legal opinion accord of the American Bar Association
Section ofBusiness I^aw (1991).
4.1.3 Mechanical Completion Certificate - Submit to Idaho Power a copy of the Mechanical
Completion Certificate provided by the engineering, procurem€nt, and constnrction
contractor for each wind turbine priorto the start of commissioning for such wind turbine.
4.1.4 Nameplate Capacity - Submit evidence to ldaho Power that the Nameplate Capacity that
will be established in paragraph 5.3 of this Agreement is not designed to exceed the
Maximum Capacity.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article )Otr.
4-1.6 Interconnection - Provide written confinnation from ldaho Pow€r's delivery business unit
thnt Seller has satisfied all material interconnectim requirements.
8Btnorc
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n20'14 Page 11
-12-
4.2
5.1
The Facitity shall be designated as an Idaho Power network resource capable of delivering firm
en€rgy up to the Maximum Capacity Amount no later than the First Energy Date. Seller shall
supply to Idaho Power all Facility information and data that is required to enable Idaho Power to
request this designation no later than 60 days prior to the First Energy Date.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5-2 below, &is Agreemelrt shall become efIective on
the Efrective Date an4 unless earlier brminated pursuant to the terms of this Agreemeot, shall
continue in full force and effect for a period of twenty five (25) Contract Years from the Operation
Date ('Term").
ExtensionofTerm-priorto the endofthe Term ofthisAgreement, theParties maymutuallyagree
to negotiate the extension of the Term of this agreement.
Operalion Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form reasonably acceptable to both of the
Parties has been received.
c) Seller has submitted an executed Engineer's Certification of Design & Constnrction
Adequacy and aa Engine€ds Certifrcation of Operations and Maintenance (O&M)
Policy, in substantially the form specified in Appendix C, as may be modified to the
extent necessary to recognize the different engine€dng disciplines providing the
certificates. If Idaho Power does not dispute the validity of these certificates within
five (5) days after Seller's submission, the,n Idaho Power will be deemed to have
accepted the cemificates. If ldaho Power disputes the validity of these certificates
within five (5) days the Parties shall cooperate to resolve the iszues identified by
Idaho Power. Ifthe Parties are not able to resolve the identified issues, the Parties shall
corlmence the dispute resolution procedures set forth in paragraph 19.1. Until zuch
8t3u2010
EXHIBIT 701
CASE NO. IPC-E-'1}22
D. NELSON, ROCKLAND WND FARM, LLC
2nPO14 Page 12
5.2
5.3
d)
e)
time as the Engineering Certificates are accepted by Idaho Power or the dispute
resolution procedure results in a determination that the Engineering Certificates meet
the requirernents of this paragraph 5.3(c), this requirement shall not be fulfilled ;
provided that (i) if the Seller's provided Engineering Certificates are substantially and
materially complete, the Scheduled Operation Date shall be extended on a day-for-day
basis for each day from the submission ofthe Engiteering Certificates until the dispute
is resolve4 and (ii) if after resolution of the Idaho Power identified iszues, it is dee,med
that the initial certificates submitted by the Seller were in substantial compliance with
all material require,ments, the date of the initial submittal shall be established as the
date that this requirement was fulfilled.
Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
dccumeirtation that establishes the Nameplate Capacity of the Facility.
Sesurity Reouir€,ments - Prcvide Idaho Power with a Irtter of Credit or Cash Escrow
Security (as those t€rms are dcfined in this paragraph), Guarantee (as defind in
Appeodix D), or other forms of liquid financial security that would provide readily
available cash to Idaho Power upon the occrur€nse ofan event ofdefault under this
Agreement. The value of these security instruments sball be S1,500,000.00 and Seller
shall have the right at any timd during the Term to substitute among the forms of
security provided for in this paragraph 5.3(e).
i. Cash Escrow Security- If Seller elects to provide Cash Escrow
Security, Seller shall deposit funds in an escrow account established
on behalf of Idaho Power in a banking institution acceptable to both
Parties equal to nalue ofttre security as specified above. Such sum
shall eam interest in accordance with the terms of the escnow
agreemeirt. To the extent Idaho Power receives payn€nt from the
escrow account, Seller shall, within fiftee,n (15) days thereafter,
8t3v20lo
EXHIBIT 7O,I
CASE NO. IPC-E-1T22
D. NELSON, ROCKLAND WND FARM, LLC
2nEO14 Page 13
-14-
restor€ the value of the esmow account as if no such doduction had
occurr€d, unless this Agreement has been tenninated.
ii. Irtter of Credit or Guarantee - If Seller elects to provide a l,etter of
Cr€dit or Guarantee, Seller shall post andmaintain in an amount equal
to the value of the security as specifred above: (a) a Guarantee from
Seller's corporate pareNrt or a pafiy meeting the Credit Requirements
(as defined in Appendix D), or (b) a Irtter of Credit from a party
meeting the Credit ReErirements (as defined in Ap,pendix D) in favor
of Idaho Power and in a form substantially similarto the form attached
hereto as Appendix F. To the extent ldaho Power rcceives paym€nt
from the guarantor or draws upon the Irtter of Credit, Seller shall"
within fifteen (15) days thereafter, restore the value of the Guarantee
or ktter of Credit as if no zuch deduction had occurre4 tmless this
Agreement has been terminated.
0 Seller has provided written notice of the requested Operation Date to Idaho Power five
(5) Business Days prior to the requested Operation Date.
g) Subject to paragraph 5.10.2, if the Delay Security r€,maining on the Operation Date is
in excess of $ I ,500,000, the Seller may noti$ Idaho Power to retain $ I ,500,000 of the
unallocated Detay Security to meet the Seller's $1,500,000 security requirement
requircd to be p.cstC at the Operaticn Date. If the Sells makes tlis request,
Idaho Power shall only return to the Seller the unallocated Delay Security less
$1,500,000
Ooeration Date Delay - Seller shall cause the Facility to achiwe the Operation Date on or before
the Scheduled Operation Date. The Scheduled Operation Date shall be extended on a day-forday
basis for each day of delay, caused by (a) an inabitity or delay in obtaining critical path permits,
which shall include but not be limited to building permits ("Critical Permits') despite Seller's use
8t3U20t0
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n/2014 Page 't4
t5
5.5
of commercially reasonable efforts to obtain timely such Critical Permits, (b) an event of Force
Majer:re, or (c) delays in the interconnection and tansmission networt upgrade study, design and
constnrction process. Provided that such delays are not the result ofany action or inaction by the
Seller acting in a commercially reasonable mann€f,', and provided that Seller is in material
compliance with its obligations under its interconnection age€m.ent.
5.4.1 If the Operation Date occurs after the Scheduled Operarion Date, [daho Power may draw
upon the Delay Security in the amount of the Delay Damages, which shall be calculated at
the end of each calendar month after the Scheduled Operation Date as follows:
Delay Damages are equal to the number of days in the Delay Period multiplied by
tle Delay Price.
ff Seller hac not achiwed the Operation Date as of the date that is six (6) months after the
Scheduled Operation Date (as it may be extended pursuant to paragraph 5.4), then either Party may
terminate this Agreement within thirty (30) days after such date, effective upon written notice to the
other Party, and ldaho Power shall be entitled to retain any reinaining Delay Security as its sole and
exclusive remedy for any inability of Seller to obtain the Operation Date by such date. If neither
Party terrninates this Agreement, then Idaho Power may continue to draw upon the Delay Security
in the amount of the Delay Damages pursuant to paragraph 5.4.1.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility achieving
the Operation Date on or before the Scheduled Operation Date would be difficult or impossible to
predict with certainty, and that the Delay Liquidated Damages are an appropriate approximation of
such damages.
The Parties agree that the damages Idaho Power would incur due to Seller's inability to achieve the
Operation Date within six (6) montls after the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the portion of the Delay Security remaining undrawn
at such time is an appropriate approximation of zuch damages.
Prior to the Seller executing this Agreement:
8t3y2010
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nn$4 Page 15
5.6
5.7
16-
Seller has filed for interconnmtion and is in material compliance with all payne,nts and
requirements of the interconnoction prccess
Seller has received and accepted an interconnection feasibility study for this Facility.
Seller has provided all inforrnation required to enable Idaho Power to file an initial
transmission capacity request.
Results of the initial transmission capacity request are known and acceptable to the Seller.
Seller acknowledges responsibility for all intercornection costs in accordance with its
interconnectiom agreemelrt.
Prior to Idaho Power filing this executed Agreement at the Commission seeking approval;
a) Seller shall post secrnity in a form as described in Appendix D in the amount of $ 300,0fr),
or
b) Seller shall waive *Sellers Right to Terminate" as specified in pragraph 5.12.
If the Seller posts security as required in paragraph 5.9(a), Idaho Power shall:
a) Draw upon this security to satisff the termination pa),ments due Idaho Power
if the Seller terminates this Agreement as allowed in paragraph 5.12(a).
b) Release any r€maidng security as required in paragraph 5.9(a) aftec
i) Termination of this agrreement as allowed in paragraph 5.12 has
occurred and Idaho Powerhas collected all termination palments due
Idaho Power,
ii) Seller has waived the "sellers Rieht to Terminateo' as specified in
paraCraph 5.l2.or
iii) Seller has postd klay Security.
5.10 Within thirfy (30) days of the date of a Commission Order, as specified in Article XXI, approving
this Agreeme,nt, Seller shall post Delay Security in a form as described in Ap,pendix D equal to the
amount calculated in paragraph 5.10.1. Failure to post this Delay Security in the time specified
above will be a Material Breach of this Agreemeirt and Idaho Power may terminate this Agree,ment
8l3,/20lA
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nPU4 Page 16
a)
b)
c)
d)
e)
5.9
-17 -
if Seller fails to cure zuch Material Breach within five (5) Business Days after written notice &om
Idatro Power.
5.10.1 Delay Secruitv - The Delay Security shall equal forty five dollars ($45) multiplied by the
Maximum Capacity Amount, with the Maximum Capacity Amount being measued h kW.
5.10.1.1 In the event (a) Seller provides Idaho Power with a certification that (1) a
generation interconnection agreement speciffing a schedule that will enable this
Facility to achieve the Ope,ration Date no later than the Scheduled Operation Date
has been co,mpleted and the Seller has paid all required intenconnection costs
thereunder, or (2) a generation interconnection agreement is substantially
complete and all material costs of interconnection have been identified and agreed
upon, and (b) the Seller is in material compliance with all terms and conditions of
the generation intersonrcction agreem€xrt, the Delay Security calculated in
accordance with paragraph 5.9.1 will be redused by ten percent (107o).
5.10.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.9.1.1 and subseguently (a) at Seller's request, the generation
interconnection agreenrent specified in paragraph 5.9.1.1 is revised and as a result
the Facilitywillnot achieve its OperationDatebythe ScheduledOperationDate or
(b) if the Seller does not maintain compliance with the ge,neration interconnection
agreern€nt, the firll amount of the fblay Security as calculated in paragraph 5.9.1
will be subject to reinstateinent and will be due and owing within 15 Business
Days from the date Idaho Power requests reinstatement. Failure to timely reinstate
the Delay Security will be a Material Breach of this egeement if such hilure is
not cured within five (5) Business Days after written notice from Idaho Power.
5.10.2 Idaho Power shall calculate the amount of any Delay Damages owed by Seller and release
any remaining Delay Security within (a) five (5) Business Days after the Operation Date,
provided that Idaho Power shall not be requiled to release the amount, if any, of the Delay
8t3U20tO
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nnU4 Page 17
-18-
Security that Seller has elected to apply towards its security obligations under paragraph
5.3(g), or (b) if this Agreement is terminated prior to Seller achieving the Op€ration Date,
60 days after the Agreement has be€n terminated. Notwithstanding anything to the
contrary in this Agreeme,nt Seller's liability for any breach of this Agreemeirt by Seller or
termination of this Agreemelrt prior to the Operation Date, exc€pt for any breach caused by
Seller's willful misconduct, shall be limited to no more than the amount of the Delay
Security. The Delay Security as determined in paragraph 5.10.1 is a fixed amouut and
Seller shall not be required to replenish such Delay Security if and when it is drawn upon
by Idaho Power.
5.10.3 Progress Reports. Within ten (10) Business Days after the end of each calendar month
following tle Effective Date until the Operation Date is achieved, Seller shall submit
progress reports to l&ho Power on ttre development and constnrction of the Facility.
Idaho Power shall rely on these progress reports to schedule the transmission capacity
availability and other factors that will impact ldaho Power's ability to accept the Te$
Energy and/or Net Energy from the Facility.
5.11 Partial Completion Damages - If the Nameplate Capacity established pursuant to paragraph 5.3(d)
is less than sgvqrty-two (72) MW, then Idaho Power shall be entitled to draw upon and retain a
portion of the Delay Security equal to the product of (a) the difference of seventy-two (72) MW,
minus the Nameplate Capacrty, in MW, multiplied bV G) ten thousand dollars per MW
((I!OnO,f1lrM Tl6s,ind "m- aa,l m+aiai-a 6'r^l. -^'.ti^- ^f +lra flclo., Q+,'ri+tr clrall lraEyv! .us rvr@rE, DBvu l&ruvu
Idaho Power's sole and exclusive remedy for any failure of Seller to develop and place in operation
the full seventy-two (72) MW of electrical generating capacity.
5.12 Seller Termination Right. If Seller is unable to obtain an agreement for the sale of RECs associated
with the expected Net Energy produced by the Facility on terms acce,ptable to Seller, then Seller
shall have the right to t€rminate this Agrwment, effective upon written notice to Idaho Power,
provided that Seller shall be liable to Idaho Power for a termination payme,lrt equal to (a) $300,000
Sl3tDOIO
EXHIBIT 701
CASE NO. IPC.E-1T22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2o14 Page 18
-19-
6.1
6.2
6.3
6.4
if Sellerprcvides notice of terminationpriorto receip of Commission approval ofthis Agc€m€nt,
(b) $1,000,000 if Seller provides notice of termination on or before the date that is thirty (30) days
after receipt of Commission approval sf this Agreement, or (c) the amount of the Delay Security if
Seller provides notice of termination 6s6 than sixty (60) days after rEceipt of Commission
approval of this Agee,ment.
ARTICLE VI: PT.JRCIIASE A]TID SALE OF NET ENERGY
Delivery and Acceptance of Na Energy - Exce,pt when either Party's performance is excused as
provided herein, Idaho Power will purchase and receive and Seller will sell and deliver all of the
Net Energy to Idaho Power at the Point of Delivery.
Delivery and Acceptance of Test Energy - It is understood by both Parties that prior to the
Operation Date both Parties are commissioning and testing the applicable interconnection and
generation equipment and intemrptions of the Facility's ability to deliver Test Energy to
Idaho Power may occur. The Seller and Idaho Power shall cooperate and coordinate the testing of
the various equipment to minimize these intemrptions.
At no time will the irstantaneous amount of Na Energy and/or Test Energy produced by the
Facility and delivered by the Seller to the Point of Delivery exceed the Maximum Capacity
Amount.
Net EnerEv Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. The Parties agree that the actual amount of Net Energy produced by the Facility and
delivered by Seller to the Point of Delivery may vary from these estimates. These amounts shall be
consistent with the Mechanical Availability Guarantee associated with the wind turbines selected
by Seller in its sole and reasonable discretion. Upon final selection of wind turbines by Seller,
Seller shall have the right to revise the amounts sst forth in this paragaph as well as the Facility
description in Appendix B.
E13U20l0
EXHIBIT 701
CASE NO. IPC-E-1T22
D. NELSON, ROCKLAND WND FARM, LLCznZlfi Page 19
-20 -
6.4.1 Initial YearMonthlyNet EnereyAmounts:
Month
Season I
Season 2
Season 3
July
August
November
December
June
September
October
January
February
Total
kwh
20,918,000
20,015,000
16,735,000
10,548,000
12,374,000
21,384,000
26,752,000
15,111,000
13,001,000
18,679,000
24,395,N0
18.150.000
218,062,000
March
April
May
6.5
6.6
Unless excusedbyan event of Force Majeure, Seller's failure to deliverNet Energ5r in anyContract
Year in an amount equal to at least t€rr p€rcent (10%) of the sum of the Initial Year Monthly Net
Enerry Amounts as specified in paragraph 6.4 shall constitute an eveirt of default.
Mechanical Availability Guarantee - For each full calendar month beginning after the Operation
Date has been establishe4 the Facility shall achieve 4 minimum monthly Mechanical Availability
for the Facility of at least (a) eighty percent (807o), in respect of each of the first six (6) full calendar
months after the Operation Date, or (b) eighty-five percent (857o), io respect of each full cale,ndm
rutruih ihersafter (the "Meciranicai ,rvaiiabiiiry Guarani,ee"). Faiiure to acirieve the Meciranicai
Availability Guarantee shall result in ldaho Power calculating damages as specified in
paragraph 6.6.4.
6.6.1 Within five (5) days after the end of each mouth, the Seller shall provide and certift the
calculation of the Facility's Mechanical Availability for the previous month. The Seller
shall include a summary of all information used to calculate the Mechanical Availability,
including but not limited to: (a) hourly turbine availability, @) Force Majeue eveots,
813u20lo
EXHIBIT 701
CASE NO. IPC.E-1T22
D. NELSON, ROCKLAND WND FARM, LLC
ZiPOU Page 20
-21
6.6.2
6.6.3
Idaho Power Forced Outages, and Idaho Power failure to receive Net Energy. If
Idaho Power disputes Seller's calculation of the Facility's Mechanical Availability, Idalro
shall notiff Seller and if not resolved informally by the Parties, zuch disputes shall be
resolved in accordance with Article XDC
The Seller shall maintain and retain for three (3) years detaild documentation zupporting
the calculation of the Facility's Mechanical Availability.
ldaho Power *hall have the right to review and audit the docume,ntation zupporting the
calculation of the Facility's Mechanical Availability at the Seller's Facility or other
mutually agreed location during normal business hours and upon reasonable advance
notice.
6.6.4 If the previous month's Mechanical Availability is less than the Mechanical Availability
Guarantee, then the damages for such month shall be equal to the product of (a) the
difference between (r) the Mechanical Availability Guarantee, minus (ii) the Mechanical
Availability for such montlq multiplied by (b) the Initial Year Monthly Net Energ;r amount
set forth in paragraph 6.4.1 for the applicable montb multiplied by (c) the Availability
Shortfall Price @xample included as Appendix G). Notwithstanding anything to the
contrary in this Agreement, the aggregate damages payable by Seller due to actual
Mechanical Availability of less than the Mechanical Availability Guarantee shall not
exceed $3.2 million in any Contract Year nor $16.0 million cumulatively over tle Term of
this Agreement. The caps on liability set forth in the foregoing sente,nce shall not limit
Seller's liability for a breaeh of this Agreement caused by Seller's willful misconduct.
6.6.5 Any damages calculated in paragraph 6.6.4 will be offset against the current
month's €,nergy pa)4nent. If an uopaid balance remains after the damages are oftet
against the enerry palmrent, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
Tax Credits and Grants. Idaho Power agr€es and acknowledges that any and all financial
8t3u20t0
EXHIBIT 70'l
CASE NO. |PC-E-13-22
D, NELSON, ROCKLAND WND FARM, LLC
2ni2014 Page 21
6.7
-22 -
7.1
incentives, benefits or sredits associated withthe Facility, ortheownership oroperation thereof, or
the output of the Facility, including any produdion or investment tax credits, real or personal
properry tax sredits, the cash grant available from the United States Deparm€ot ofTreasury in lieu
of ITCs (as provided by Section 1603 ofthe American Recovery and Reinvestue,nt Act of2009), or
sales or use ta:< credits in effect on the Effective Date shall be owned by Seller- In the event that
new tax credits or increased lwels of existing tax credits, or other financial incentives applicable to
the Facility or the output of the Facility are enacted or implemented after the Effective Date and
during the Term of the Agreement, Seller shall own all zuch new or increased financial inceotives.
ARTICLE Vtr: PURCIIASE PRICE A}.TD METHOD OF PAYMENT
Heav.v Ioad Purchase Price - For all Net Energy received during Healy Load Houts, ldaho Power
will pay the nonlevelized e,nergyprice as specified below:
Year
20tt
2012
20t3
2014
2015
2016
2017
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Season I - (73.50oA
Mills/Kwh
4.39
45.44
46.51
47.62
48.75
49.91
51.09
52.31
53.56
54.84
56.15
57.50
58.87
60.29
61.73
63.22
64.74
66.30
67.89
Season2-(120.00Y4
MillslKwh
72.47
74.lE
75.94
77.74
79.s9
81.48
83.42
85.41
87.45
89.s3
91.68
93.87
96.12
98.43
100.79
103.21
105.69
108.24
110.85
-23 -
Season3-(100.007o)
MillslKwh
60.39
61.82
63.28
@-78
66.32
67.90
69.52
71.t7
72.87
74.61
76.40
78.23
80.10
82.O2
83.99
86.01
88.08
90.20
92.37
813U20t0
EXHIBIT 701
CASE NO. IPC,E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2OUPage22
2030
2A3t
2032
2033
2034
2035
2036
69.53
7r.2t
72.59
73.99
75.42
76.89
78.38
Season 1-(73.50o/o)
Mills/Kwh
39.04
40.09
4t.16
42.27
43.40
44.56
45.74
46.96
48.2t
49.49
50.80
52.14
53.52
54.94
56.38
57.87
s9.39
60.9s
62.54
64.18
65.86
67.24
68.64
70.07
Season2-(l20.No/o)
Mills/Kwh
63.73
65.45
67.20
69.00
70.85
72.74
74.68
76-67
78.71
80.80
82.94
85.13
87.38
E9.69
92.05
94.48
96.96
99.s0
102.11
t04.79
107.53
109.78
1t2.07
tt4.4l
-24 -
Season3-(100.00olo)
Mills/Kwh
53.11
54.54
56.00
57.50
59.04
60.62
62.24
63.89
65.59
67.33
69.t2
70.95
72.82
74.74
t13.52
1t6.26
118.51
120.80
123.t4
t25.53
|n.96
94.60
96.89
98.76
LW.67
t02.62
r04.61
r06.63
7.2 Light toad Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the nonlevelized energy price as specified below:
Year
20ll
2012
2013
2014
2015
2016
2017
2018
2019
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
76.71
78.73
80.80
82.92
85.09
87.32
89.16
91.48
93.39
95.34
8l3ll20ro
EXHIBIT 701
CASE NO. IPC-E-1T22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2g14 Page 23
2035
2036
Year
20tt
2012
2013
2014
2015
2016
2017
2018
2At9
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
71.53
73.02
Season L - (73.50Yo)
Mills/Kwh
42.01
43.06
4.13
45.24
46.37
47.53
48.7t
49.93
51.18
52.46
53.77
55.11
56.49
57.90
s9.35
60.84
62.36
63.92
65.51
67.15
68.83
70.21
71.61
73.O4
74.50
75.99
Season2 -(l2O.0OYA
MillVI(wh
68.58
70.29
72.05
73.85
75.74
77.59
79.53
81.52
83.56
85.65
87.79
89.98
92.23
94.54
96.90
99.32
101.81
104.35
106.96
t09.u
1r2.38
t14.62
116.92
119.25
121.&
124.07
Season3-(100.007o)
Mills/I(wh
57.15
s8.58
60.04
61.54
63.08
s.66
66.28
67.93
69.63
71.37
73.t6
74.99
76-86
7E.78
80.75
82.77
84.84
86.96
89.13
91.36
93.65
95.52
97.43
99.38
tot.37
103.39
8l3U20rO
EXHtBtT 70'l
CASE NO. lP?-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nnU4Page24
116.79
ttg.22
97.33
99.3s
7.3 All Hours Enersy Price - The price to be used in the calculation of the Test hergy Price md
Availability Shortfall Price shall be the non-lwelized cn€rgy price as specified below:
-25 -
7.6
7.4
7.5
8.1
8.2
Test Enerry Price - For all Test Energy, Idaho Power shall pay to the Seller the current month's
Market Energy Reference Price or the All Hours Energy Price specified in paragraph 7.3,
whichever is lower.
Palment Due Date - Undiqputed Energy payments, less the Wind Energy Production Forecasting
Monthly Cost Allocation and any otherpalments due Idaho Power, will be disbursed to &e Seller
within l0 days of the date which Idaho Power receives the documentation of the monthly Net
Energy actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission - This Agreement is a special contract an4 as such, the
rates, terms and conditions containd in this Agreement will be constnred in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton EnerEv. Inc., 107 Idaho
781,693P.2d427 (1984) (Afton III), Afton Encrry, Inc. v. Idaho PowerCompany, I l l ldaho 925,
729 P .2d m ( I 986), Arkoosh v. Idaho Power Company, Idaho Public Utilities Commission Order
No. 19442 @eb. 8, 1985), Idaho Power Company v. Idaho Public Utilities Commission. 107 ldaho
1122, 695 P.2d, 126l (19E5), Sestion 210 of the Public Utilities Regulatory Policies Act of 1978
and l8 CFR $292.303-308.
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Seller retains ownership under this Agreement of the Environmental Attributes directly associated
with the production of energy from the Selleds Facility sold to ldaho Power through the last day of
calendar yar202l.
Idaho Power shall be grantedownershipunderthis Agreement ofEnvironmental Attributes directly
associated with the prcduction of energy from the Selleds Facility sold to Idaho Power starting with
the first hour ofthe first day of calendar yar2022 and through the end of the Term of this
Agreement.
813,/2010
EXHIBIT 701
CASE NO. IPC-E-1}22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2l14 Page 25
-26 -
9.1
9.2
ARTICLE D(: FACILITY. INTERCONNECTION AND 1VIND FORECASTING DATA
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility and
any Sellerournd InterconnectionFacilities so as to allow safe and reliable generationanddelivery
of Net Energy to the Idaho Power Point of Delivery for the full term of the Agree,ment.
IntErconnection Facilities - Except as specificaiiy provided for in this Agreemeirt the rquired
Interconnection Facilities will be determined in accordance with Seller's inter,connection
agreement. Responsibility for all costs associated with this equipment will be set forth in Seller's
interconnection agreement.
Wind data
9.3.1 Historical wind data - Within 60 days after Commission approval of this Agreement, the
Seller shall provide Idaho Power with seven years of historical wind data frrom the
meteorological tow€rs at the Rockland site. This data will be provided in an electronic
format reasonably acceptable to Idatro Power.
9.3.2 No later than 30 days prior to the First Enerry Date the Seller shall have erected at the site
two (2) high quality, hub-height, pennanent, meteorological wind measuremeff towers at
locations on the site equipped with:
(i) Two (2) heated anemometers per tower;
(ii) Two (2) air temperature seruiors per tower;
(iii) One (1) barometric pressure sensor (with DCP sensor); and
(ry Two (2) heated wind vanes per rower.
9.3.3 The wind seffrors and airtemperature s€nsors shall be set at two (2) height locations from
ground level. All shall provide reasonably accurate measurem€,lrt of wiad data.
The Seller will instal the necessary equipment to be able to electronically transmit this
wind data and wind turbine availability status real-time to Idaho Power or a designee of
Idaho Power in a method and form reasonably acceptable to Idaho Power and in
accordance with Prudent Electrical Practices. Turbine availability status shall be
813l/20t0
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 26
9.3
10.1
transmitted beginning 45 days after Firs Energy Date. Failure by the Seller to operate and
maintain this equipment in a -rner to provide reasonably accurate and dependable data
for the full term of this Agreeineot shall be an event of default.
9.3.4 Seller shall submit to Idaho Power Seller's technical specifications for the meteorological
towers along with a site plan showing the location of the towers, project layout with tubine
locations and the wind rose for the Site, as applicable.
ARTICLE X: METERING AND TELEMETRY
Meterine - Idaho Power shall, for the account of Seller, provide, i$tall, and maintain metering and
telemetry equipment to be located at a mutually agreed upon location to recorrd and measure power
flows to Idaho Power in accordance with this Agreemelrt md Seller's interconnection agreement.
The metering equipment will be at the location and of the t,"e requir€dto m@sure, record and
report the Facility's Net Energr, Station Use, and maximum energy deliveries (kW) at the Point of
Delivery inamannerto provideldaho Poweradequateenergy measurement data to administerthis
Agreeme,nt and to integrate this Facility's energy production into the ldaho Power elechical
system.
Telemetry - Idaho Power will install, operate and maintain at Selleds expens€ metering,
communications and telemetry which will be capable of providing ldaho Power with
continuous instantaneous telemetry of Seller's Net Enerry produced and delivered to the
Idaho Power Point of Delivery to Idaho Powet's Designated Disparch Facility.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, and maximum
generation (kW) records in a form and content reasonably acceptable to ldaho Power and Prud€nt
Electrical Practices.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right during
8t3U2010
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2$14 Page27
t0.2
11.1
tt.2
normal business hours, to inspwt and audit any or all generation, Net Energlr, Station Use, and
maximum ge,neration (kW) records pertaining to the Seller's Facility.
ARTICLE Xtr: OPERATIONS
t2.t Communications - Idaho Power and
communications through Idaho Power's
Appendix A of this Agreemeirt.
Energy Acceptance -
the Seller shall maintain appropriate operating
Designated Dispatch Facility in accordance with
12.2.1 Idaho Power shall $s o(cused from accepting and paying for Net Euergy which would have
other*,ise been produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, an Idaho Power
Forced Outage or te,mporary disconnection of the Facility ia accordance with Seller's
interconnection agreernent. If, for reasons other than an evetrt of Force Majeure,
temporary disconnections under Seller's interconnection agreement exceed twenty (20)
days in the aggregate in any Contnact Year, beginning with the twenty-first day of such
intemrption, curtaitne,nt orreduction, Seller will be deemed to be delivering Net Ene,qgyat
a rate equivalent to the pro rata daily average of the amounts specified for the applicable
month in paragraph 6.4, end Idaho Power will pay Seller the sum of the applicable €,qergy
price in paragraph 7 .l or 7 .Z,plus the Environme,ntal Attribute Replac€,ment Value (if such
curtailmentoccurspriortoJanuary 1,2022),plusthePTCValuefo,reachMWhofdeemed
deliveredNetEnergy. IdahoPowerwillnotiffSellerwhe,ntheintemrpion,curtailmentor
reduction is terminated.
12.2.2 lf, pumuant to Prude,nt Electrical Practices, Selle,fs operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho Poweds
equipment, personnel or servic€ to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within
Seller's inte,rconnection agreement or take such other reasooable steps as Idaho Power
-29 -
813t120rc
co'. "o.iI5f:lr13lD, NELsoN, R..KLAND Hiril?T;l!3
12.2
deems appropriate in accordance with Prudeirt Electrical Practices. If a disconnection
(rccurs as specified in this lz.z.2,Idaho Power will not be responsible for
payme,nts to the Seller foranyo€rgy, Environmental Attribute Replacement Value orPTC
Value associated with this disconnection.
12.2.3 Utder no circumstances vill the Seller deliver Net Energy from the Facility to the Point of
Delivery on an instantaneous basis in an amount that exceeds the Maximum Capacrty
Amount. Seller's failure to limit instantaneous deliveries to the Maximum Capacity
Amount will be a Material Breach ofthis Agreement if Seller does not reduce the output of
the Facility to less than the Maximum Capacity Amount as soon as practicable after receipt
of wriuen notice from Idaho Power. Seller shall be responsible for any costs ldaho Power
inctrs as a result of the Seller delivering Net Energy to Idaho Power that exceeds the
Maximum Capacity Amount.
12.2.4 If ldaho Power is unable to accept the energy from this Facility and is not excused from
acc€pting the Facility's energy, Idaho Power shall pay Seller the sum of the applicable
energy price in paragrryh 7.1 or 7.2, plus the Environmental Attrribute Replaceme,lrt Value
(if zuch curtailment occurs prior to January 1,2022), plus the PTC Value for each MWh of
the estimated €nergy that Idaho Power was unable to accept, which shall be estimated to
have been delivered at a rate equivalent to the pro rata average ofthe amounts specified for
the applicable month in paragraph 6.4. Exce,pt as set forth in the precefling sentence,
Idaho Power will have no rcsponsibility to pay for any other costs, lost revenue or
consequexrtial damages the Facility may incur.
12.3 Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall zubmit a
written proposed maintenance schedule of significant Facility maintenance for that cale,ndar year to
Idaho Power.
12.3.1 Seller shall not schedule planned maintenance requiring the re,moval from service of more
than ten percent (l0yr) of the wind trubine ge,nerators comprising the Facility at any one
8t3y2010
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2OU Page 29
-30-
12.4
time during the months of July, August, November, or December.
12.3.2 ldaho Power shall promptly respond with acc€ptarce of the proposed plamed maintelrance
schedule or with changes to the p,roposed planned maintenance schedule- If
Idaho Power does not respond within 5 Business Days the Seller's p'roposd planned
maintenance schedule will be deenoed to be acce,pted. If Idaho Power proposes chaages to
the Seller provided planned mainte,nance schedule the Parties shall coo'perate to mutually
agree on a planned maint€nancs schedule. If the Parties are unable to agrce on a revised
planned maintenance schedule, the Seller's provided planned maintenance schedule will
be in effect. Nothing in this paragaph 12.4 shall preclude Seller from performing
maintenance on the Facility required by Pnrdent Electrical Practices, equipment
warranties, or manufacturer or supplier guidelines.
Mainteoance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules zuch that they occur simultanmusly.
Contact Prior to Curtailme,lrt - Idaho Power will make a reasonable atte,mpt to contact the Seller
prior to exercising its rigbts to intemrpt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances Idaho Power may not be
able to providc notice to the Seller prior to intemrption, curtailment, or reduction of electrical
energy deliveries to Idaho Power.
Replacement of Facilities. Seller may alter, modiS, maintain, repau, or replace the assets
nnmnricin- tha Fanilitrr ianlrrlina tl.c mlaaman+ nf toinrl frrlhiaa cffmf^E rvithnrrtLv-izr-ir6 r- i @iii-r, ,swi-sr6 a-v ivP^swyd , tr-t!v-!
Idaho Power's consent rmder this Agreemenl provided thar the Nameplate Capacity of the Facility
may Dot exceed the Maximum Capacity Amount and the changes are in compliance with Seller's
interconnection agreement.
12.5
12.6
ARTICLE XItr: INDEMNIFICATION A}.ID INSURANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to ind€mnit, the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
-31 -
813U2010
EXHIBIT 701
CASE NO. IPC-E-'t3-22
D. NELSON, ROCKLAND WIND FARM, LLC
2nl2l14 Page 30
13.2
exp€,nse and liability to third persons for injury to or death of person or injury to property,
proximately catrsed by the indemnifring Party's (a) constructiorq ownership, operdion or
maintenance of, or by failtue of, any of such Party's works or facilities used in connetion with this
or (b) negligent or intentional acts, errors or omissions, but excluding any loss, damage,
expense or liability caused solely by the gross negligence or willful misconduct of the Party
seeking indemdty. The inde,mniffing Party shall, on the other Puty's request, defend any suit
asserting a claim covered by this indemnity. The indemnitnng Party shall pay all documented
costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this
indemnity.
Insurance - During the term of this Agreemqrt, Seller shall secnre and continuously carry the
following insurance coverage :
13.2.1 Comprehensive General Liability Insurance for both bodily injury and prop€rty damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible for
such insurance shall be consistent with current Insurance Industry Utitity practices for
similar property.
13.2.2 T\e above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee att
applicable; and
(b) A provision stating that such pohcy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior writlen notice to Idaho Power.
Certificates of Insurance - As required in paragraph 4.1.6 herein and annually thereafter, Seller
shall furnish to Idaho Power a certificate of insurance, together with the endorsements required
therein, evidencing the coverage as set forth above.
Notification of Loss of Coverage - If the insurance coverage required by paragraph 13.2 shall lapse
for any reason, the Seller will immediately noti$ the other Party in writing. The notice will advise
8t3u20to
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n20'14 Page 31
13.3
t3.4
-32 -
t4.l
of the specific ruason for the lapse and the steps being taken to r€instate the coverage. Failure to
provide this notice and to expeditiouslyreinstate or rcplacethe ooverage will constitute a Material
Breach of this Ageemeirt if not curedwithin fifte€n (15) days after lapse of such insurance.
ARTICLE XIV: FORCE M,dIEURE
As used in this Agreeme,nt, oTorce Majeure" or "an Ev€,nt of Force Majeure" means any cause
beyond the reasonable control of the Seller or of Idaho Power which, despite the exercise of due
diligeirce, zuch Party is unable to prevfit or overcome. Force Majeure includes, but is not limited
to, acts of God, fue, floo{ storms, wars, hostilities, civil strife, strikes and other labor disturtances,
earthquakes, fires, lightning, epide,mics, sabotage, changes in law or regulation occurring after the
Effective Date or Serial Defects which, by the exercise of reasonable foresight such Party could not
reasonably have been expected to avoid and by the exercise of due diligence, it is uaable to
overcome. If either Party is rendered wholly or in part unable to perform or delayed in performing
its obligations rmder this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Majeure, provided tbat:
(l) The non-performing Party shall, as sq)n as is reasonably possible after the
occurrence of the Force M4ieure or the date when it should have reasonably
become aware that an event has given rise to a Force Majeure, give the other Party
written notice describing the particulars of the occuleoce.
(2) The suspension ofperformance shall be ofno greater scope and ofno longer
duration than is rcquired by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspensionofperformance andwhich could and should have been fullyperformed
before such occurre,lrce shall be excused as a result of such (rcqurence.
(4) Neither Party shall be excused &om the obligation to make paymqrt for amornts
due in respect of performance reirdened priorto the event of Force Majeure.
8l3v20to
EXHIBIT 701
CASE NO. !PC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2OUPage32
-33-
ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liabilitv. Nothing in this Agreement *hall be consfrued to cneate any duty to, any
standard of care with reference to, or any liability to any p€rson not a Party to this Agre€Nnent.
Neither Party shall be liable to the other for any indk€ct, special, consequential, nor punitive
damages, excspt as expressly authorized by this Agree,ment.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's qrctem or any portion thereof to the Party or the public
or affect the status of Idaho Power as an independent public utility corporation or Seller as an
indepeirde,nt individual or entity.
l6.l
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreeme,nt to be other$rise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in
this Agreement shall ever be construed to creat€ ao association, trust, partnership or joint venture
or impose a tnrst or partnership duty, obligation or liability on or with regard to either Party. Each
Party shall bc individually and severally liable for its own obligations under this Agreeme,nt.
ARTICLE XVII: WAMER
17 .l Any waiver at any time by either Party of its rights with respect to a default under this Agreemeirt or
with respect to any other matters arising in connection with this Agreement shall not be deemed a
waiver with rcsp€ct to my subsequent default or other matter.
ARTICLE XVItr: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be constnred and interp,reted in accordance witl the laws ofthe State of Idaho
without referrnce to its choice of law provisions.
18.2 Ve,nue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judisial District of Idaho in and for the County of Ada.
8t3U2010
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nDU4 Page 33
-34 -
19.1
ARTICLE XD(: DISPUTES AND DEFAI,JLT
Disputes - All disputes related to or arising under this Age€mmt, including, but not limited to, the
interpretation of the terms and conditions of this Agrcement, will be submitted for resolution as set
forth in this paragraph.
19.1.1 If a dispute arises underthis Agreemeirt (a "DiS@"), within teo (10) days following the
delivered date of a written request by either Party (a "DE@!eNotice'), (i) each Party shall
appoint a representative, and (ii) the Parties' representatives shall meet, negotiate and
att€mpt in good faith to resolve the Dispute quickly, informally and inexpensively. If the
Parties' s cannot resolve the Dispute within thirty (30) days after
commencement of negotiations, them within t€n (10) Business Days following any request
by either Party at any time thereafter, each Party representative (A) shall inde,pendently
prepare a writteir summary of the Dispute describing the issues and claims, (B) shall
exchange its summary with the summary of the Dispute prepared by the other Party
representative, and (C) shall zubmit a copy of both zummaries to a senior officer of the
representative's Parfy with authority to irrevocably bind the Party to a resolution of the
Dispute. Within ten (10) Business Days after receipt of the Dispute surunaries, the senior
officers for both Parties shall negotiate in good faith to resolve tle Dispute. If the Parties
are unable to resolve the Dispute within fourteen (14) Business Days following receipt of
the Dispute summaries by the senior officers, either Party may seek available remedies.
Notice of Default
L9.2.1 Defaults. If either Party fails to perform or maintain any of the terms or conditions of
this Ageement (an "went of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, speciffing the manner in which such d€fault
occurred. If the defaulting Party shall fail to cure such default within the slrty (60) days
after senrice of such notice, or if the defaulting Party reasonably de,monstrates to the
nondefaulting Pafiy that the default can be curd within a commercially reasonable
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EXHIBIT 701
cAsE NO. !PC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2OM Page 34
19.2
-35-
19.3 Securitv for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2- If Seller
19.2.2
19.3.2
time but not within such sixty (60) day period and then fails to diligently pursue zuch
cure, then, the non-defaulting Party rray,at its option, terminate this Agreement and/or
pursue its legal or equitable remedies. Notwithstanding anything to the contrary in this
paragFaph lg.2.l,Idaho Power's unexcused failure to acc€pt energy from this Facility
willnotbe dee,medanevent ofdefault so long as ldaho Powercontinuestocomply fully
with its obligations to compcnsate Seller pursuant to paragraphs 12.2.I ardL2.2.4-
Material Breaches - The notice and cure pmvisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Without limiting any
express cure periods provided in this Agreement, Material Breaches must be cured as
expeditiously as possible following occurr€,nce of the breach an{ in any case, otrc€
cured shall no longer be cause for termination under this Agreement.
fails to comply, such failure will be a Material Breach and may onlyb€ cured by Seller
supplying evidence that the required insurance eoverage has been replaced or
reinstated, which evidence must be supplied within fifteen (15) days after writte,n notice
from Idaho Power;
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) frrom a Registered Professional Engrneer licensed in the State of ldaho, which
CErtification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default may
only be cured by Seller providing the required c€rtificate; and
Licenses and Permits - During the full term of this Agreem.ent, Seller shall maintain
material compliance with all permits and licenses described in paragraph 4.1.1 of this
8t3U2010
EXHIBIT 701
oASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nPU4 Page 35
r9.3.3
-36-
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional p€rmits or licenses. At least wery fiffh Contract Year, Seller will update the
documentation descriH in Paragraph 4.1.t. If at any time Seller fails to rnaintain
compliance with the pomits and licenses described in paragraph 4.1 . I or to provide the
docum€ntation required by this paragapb such failure will be an event of default and
may only be cured by Seller zubmitting to ldaho Power evidence of compliance from
the permitting agency.
19.3.4 Sesuritv Requir€m€Nrts - From the Operation Date until the termination or expiradon of
this Agreement, Seller shall maintain compliance with the security requirem€nts
specified in paragraph 5.3(e) of this Agreement.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement; it being acknowledged that Seller is not a ipublic utilitSfl regulated
bythe Commission.
ARTICLE )Oil: COMMISSION ORDER
2l.l This Agree,ment shall become frnally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudelrtly incurred expenses for ratemaking pupos€s.
21.2 ldaho Power shall file this Agreement for Commission Approval within fifteen (15) days after the
Effective Date. In the event that Commission approval pursuant to paragraph 2l.l has not been
received within ninety (90) days after the date on which ldaho Power files this Agreemeirt for
Commission Approval, then Seller shall have the right to terminate this Agreeme,nt, without
liability to Idaho Power, effective upon written notice to Idaho Power.
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EXHIBIT 701
CASE NO. IPC-E-1*22
D. NELSON, ROCKLAND W|ND FARM, LLC
Z1EOU Page 36
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ARTICLE )OilI: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit ofthe respective successors and assigns ofthe Parties hereto, except that no assignment
hereof by either Party shall become effective without the written cons€nt of both Parties being first
obtained. Such conseirt shall not be unreasorubly withheld. Notwithstanding the foregoing, any
party which Idaho Power may consolidate, or into which it may m€f,ge, or to which it may convey
or transfer zubstantially all of its electric utility assets, shall automatically, without further act, and
without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this furee,ment. Notwithstanding the foregoing, Seller may
transfer, sell, pledge, encumber, or assign this Agreement or the accounts, r€venues or prcceeds
hereof to its financing providers without obtaining Idaho Power's consent. Upon Seller's request
and expense, Idaho Power shall in good faith negotiate and agree upon a cons€f,rt to collateral
assignment of this Agreement in a form that is commercially reasonable and customary in the
industry. This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contract. Idaho Power shall have the
right to be notified by the financing entity that it is exercising such rights or rsmedies.
22.2 Rie&t of First Offerupon Sale of Facility Assas. increase of existine Facility Nam€,plate rating. or
expansion of the Facilit.v.
22.2.1 Facility Assets. If, at any time during the Term, Seller intends to sell the assets comprising
all or substantially all of the Facility (the "Facility Assets") or more thao fifty percent
(50y") of the Seller's direct ownership to a p€rson or entity that is not an Affiliate of Seller,
Seller shall first offer the Facility Assets to Idaho Power. Seller's offer to ldaho Power
shall set forth, in writing and in reasonable detail, zubstantially similar terms and
conditions of the offer being proposed by the Seller to the other p€rsor or entity. Seller
shall promptly answer any questions that I&ho Power may have conceming the offered
terms ard conditions and shall meet with ldaho Powerto discuss the offer.
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EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 37
-38-
22.2.2 ldaho Power's Rejection of Offer: Revival of Offer. If Idaho Power does not provide
written notice of its intent to accept the offered terms and conditions within thirty (30) days
after receiving each of the Seller's offers made lurrder 22.2.1, Seller may in its sole
discretion enter into an agr€emmt to sell the Facility Assets to a third party in compliance
with the requirements of this Article 22 atd on terms and conditions satisfactory to Seller
in its sole discretion. Seller may elect not to proced with the sale of the Facility Assets.
Idaho Power and Seller may mutually agree to continue negotiations beyond the timeline
specified.
22.2-3 Idaho Power's Acceptance of Offer. If Idaho Power provides writtea notice of its intent to
accept the olfer made by Seller under this paragraph 22.2, the Parties shall negotiate in
good faith to enter into a definitive sales agree,ment that incorfrorAes the terms and
conditions of Seller's offer. The definitive agreement shall be subject to each Party's
regulatory approvals. If within sixty (60) days of Idaho Power's acceptance of the offer, a
definitive sales agreement has not been executed by an officer of the Idaho Power and
Seller, then either Party may terminate the negotiations without firther obligation to the
other Party, and Seller may in its sole discretion enter into an agreernent to sell the Facility
Assets to a third party.
22.2.4 Right of First Offer of expansion of this Facility. If at the time of developmeot of this
Faciliry or sl e:!y future date, the Sella proposes to increese the usmeplate rating of this
Facility or add additional electrical generation at this site, the Seller shall first offer the
additional electrical generation to ldaho Power as an amendment to this Agreeme'nt, as a
separately negotiated purchase power agreement, or whole or partial ownership of the
Facility orthe additional generation facilities. This offer from the Seller shall include but
not be limited to proposed capacity, Energy pricing, contract term, online date and other
information that vill enable ldaho Power to be able to evaluate Idaho Powerls interest in
8t3v20t0
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 38
-39 -
23.1
24.t
this additional electical ge'neration. Upon receipt of the Seller's offer (containing
reasonably adequate information) Idaho Power shall have thirty (30) days to respond to
Seller's offer of Idaho Power's intent to continue negotiations for this additional electrical
generation. If Idaho Power provides notice that Idaho Power has no cur€nt inte,ntion to
continue negotiations the Seller may purcue other opportunities with other parties for the
development and sale of this additional electrical generation. If Idaho Power provides
notice to the Seller of the desire to continue negotiations Idaho Power and Seller shall
cornmence good faith negotiations of an amendment to this Agreement and/or a separate
agreement. If after sixty (60) days of good faith negotiations, an agreement is not
completd the Seller may provide notice to Idaho Power of its intention to pursue
opportunities with other parties. By mutual conssrt, this sixty (60) day negotiation period
may be extended.
ARTICLE XXItr: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and, if such modification is material, subsequently approved by the Commission.
ARTICLEXXIV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental charges which, if faild
to be paid when due, could result in a lien upon the Facility or the lntenconnection Facilities.
ARTICLEXXV: NOTICES
All wriuen notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
8/3y2010
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 39
25_t
-40-
To Seller:
Orieinal docum€,lrt to:
Ridgeline Energy LLC
1300 N. Northlake Way, 2d Floor
Seattls WA98103
Affe,lrtion: D€nnis P. Meany, Prresid€nt
Phone: [phone]
e-mail: [e-mail]
Copy of document to:
Ridgeline Energy LLC
1300 N. Northlake Way, 2d Floor
Seattls WA98103
Atte,ntion: Joan E. Hutchinson,
Vice President Origination and Marteting
Phone: [phone]
e-mail : [e-mail]
To Idaho Powec
Original document to:
Senior Vice Prresident, Power Supply
Idaho PowerCompany
POBoxT0
Boise, Idaho 83707
Email: LGgrow@idahopow€r.com
CopY of document to:
Cogeneration and Small Power Production
Idaho PowerCompany
POBoxT0
Boise, Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing writt€xl
notice from an authorized person representing the Pany.
ARTICLE XXVI ADDfiONAL TERMS AND CONDITIONS
26.1 Equal EmploymenL During performance pursuant to this Agreeme,nt, Seller agrees to comply with
all applicable equal employment opportunity, small business, and affirmative action laws and
regulations. All Equal Employment Opportunity and affinnative action laws and regulations are
hereby incorporated by this reference, including provisions of 38 U.S.C. g 4212, Executive Order
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813v2010
EXHIBIT 701
CASE NO. |PC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2O14 Page 40
11246, as ameNrdeq and any subseque,nt executive orders or other laws or regulaions relating to
equal opportunity for employnent on govemment contracts. To the erd€,nt this Agreement is
covered by Executive Ordcr 11246, the Equal Wunity Clauses contained in 4l CJ.R. 60-1.4,
4l C.F.R 60-250.5, and 4l CFR 60-741.5 are incorporated herein by refenence. [Reservd for
review and commeirt by Seller]
26.2 This Agreement includes the following appe,ndices, which are attached hereto and included
by reference:
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
Appendix F
Appendix G
Monthly Power hoduction and Availability Re.port
Facility and Point of Delivery
F.n gin err' s Certifi cations
Forms of Liquid Security
Wind Enerry Production Forecasting
Form of ktterof Credit
Sample Shortfall Damages Calculation
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any tem or provision of this Agreement shall not affect the
validity or enforceability of any otherterms or provisions and this Agreement shall be construed in
all other resp€cts as if the invalid or une,nforceable term or provision were omitted.
ARTICLE XXVIIT COUNTERPARTS
28.1 This Agreement maybe executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instnrment.
29.1
ARTICLE XXD(: ENTIRE AGREEMENT
This Agreem€nt constitutes the entire Agreement of the Parties concerning the subject matt€r
hereof and supersedes all prior or contemporaneous oral or written agr€€m€nts between the Parties
concerning the zubject matter hereof.
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EXHIBIT 70,I
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nPU4 Page 41
-42 -
By
IN WTINESS WHEREOF, The Parties hereto bave caused this fureement to be executed
in their respostive narnes on the dates set forth below:
Idaho PowerCompany Rockland Wind Project LLC
"Idaho Power"
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EXHIBIT 701
CASE NO. \PCE-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2U4 Page 42
"^'n Q.S.lo ^* 7f, 1ro,,
"Seller'
Sr. Vice Prpsideot, Pourer Supply
-43 -
APPENDX A
A_I MONTHLY POWER PRODUCTION AND AVAILABILITY REPORT
At the end of each month the following required documentation will be submittd to:
Idaho Power Company
At[r: Cogenerdion and Small Power Pr,oduction
P0Box70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipmcnt
measuring the Facility's total energy production delivered to the Delivery Point and Station Usage and the
maximum ge,neratdenergy (k'lM) as recorded onthemetering equip,ment and/oranyotherrequiredenerry
measursments to adequately administer this Agreement. This document shall be the document to eoable
Idaho Power to begin the en€rgy pa)'ment calculation and palment prooess. The meter readings on this
report shall not be used to calculate the actual paymenL but instead will be a check of the automated meter
reading information that will be gathered as de.scriH in it€m A-2 belo*,:
This report shall also include the Seller's calculation of the Mechanical Availability.
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EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
Z1POU Page 43
-44-
ProJcct Neme
Addresc
City
IdahoPower Compeny
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AIID AVNLABILITY REPIORT
Month Year
Project Numbcr:
Phone Number:
Stete 7ip
Net Facility
Outout
Meter Number:
Staffon
Ugeee
Stetion
Usese
Metered
Maximum Generation
kw
Net Generation
End of Month kTYh Meter Reeding:
B€Sinning of Month kIYh Meter:
IXffere-nce:
Tlmes MeterConstant:
kWh for the Month:
Metered Demend:
Mechenical Avellabllltv Guerentee
Seller Calculated Mechenical Avatlebility
At cpecilied in this Agreement, the Scller shall Include with frfu monthly rcport a summsrl chtementof the
Mechanical Availability of thic Frcility for the calender month. This cummary chall lnclude detrilc es to how
tbe Seller calculated this value end summary of the Fecility data used in the celculadon. Ideho Power end the
Seller shall work together to mutually develop r sumrniry report thet provldes the required data-
Ideho Power reseraeE the rlght to review the detriled detr ured in this cdculetion as dlowed within the
AgreemenL
Signature Dete
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EXHIBIT 701
CASE NO. IPC-Ej!3.2?
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 41
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A-2 A{ITOMATED METER READING COLLECTTON PROCESS
Monthly,Idaho Powerwill use the provided Metering andTelemetry equipment and processesto collect
the meterreadirig information &om the Idaho Powerprovided Metering Eqtripmentthat measuresthe Na
Energy and energy delivered to sup,ply Station Use for the Facility recorded at t2:00 AIvI (Midnieht) ofthe
last day of the month.
The meter information collected will include but not be limited to enerry production, Station Use, the
maximum generatedpower(kUD and any other required €nergy measureme,Irts to adequately administer
this Agreernent.
A.3 ROLTflNE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
marmer for a reasonable period of time, the Parties may mutually agree to modifr this Routine
Reporting requirement.
Idaho Power Contact Information
Dailv Energv Production Re,porting
Call daily by l0 a.m., I '800-356-4328 or l -800-635-1093 and leave the following
information:
o Project Identification - Project Name and Project Number
o CurrentMeterReading
: E::ffi*3rHffil]H:ffitr'
Planned and Unplanned Projest outaees
Call 1-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number. Approximate time outage occurrdo Estimated day and time of project coming back online
-46 -
813v2010
EXHIBIT 701
CASE NO. IPC-E-1}22
D. NELSON, ROCKLAND WND FARM, LLC
2nnU4 Page 45
Seller's Contact Information
24-Hour Project Op€ratiopal Contact
Name:
Telephone Number:
Cell Phone:
Project Oa-site Contact information
Telephone Number:
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EXHIBIT 701
CASE NO. IPC.E-1T22
D. NELSON, ROCKLAND WND FARM, LLCznntfi Page 'tl6
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APPENDD(B
ROCKLAND WII{D PROJECT
PROJECT NO. 41455300
B.I DESCRIPTIONOFFACILITY
(Must include the nuneplau rating and YAR capbility (both leading and laging) of all generation urrits to
be included in the Facility.)
Rockland Wind hoject will be comprised of 44 Vestas Vl00 turbines for a total nameplate rating
of79.2MW. Eachturbineisratedat 1.8MWandhas.95lead 1.90lagpowerfactor. Turbine
selection has not been fimlized and the final Facility Description is zubject to change based on
actual hrrbine selection.
B.2 LOCATION OF FACILMY
Near: American Falls, Idaho
T7S R31E sec 31
T8S R30E sec 13,24,23-28,33-36
T8S R3lE sec 6, 7, 16, 19, 30, 31
T9S R30E sec 1-5,9-12
County: PowerCounty, ID.
Description of Interconnection Location: The Facility will interconnect to the Idaho Power
transmission system at 138 kV at the project boundary in Section 36, Township 8 South, Range 30
East - to be defined in the interconnection agre€ment.
Nearest Idaho Power Substation: Brady Substation in American Falls.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected July 15. 2011 as the Scheduled First Energy Date.
Seller has selected December 31. 2011 as the Scheduled Operation Date.
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EXHIBIT 701
CASE NO. IPC-E-1T22
D. NELSON, ROCKLAND WND FARM, LLC, 2nl2l14 Page 47
B-3
-48 -
B-5
In making these selections, Seller recognizes that adequate testing of the Facility and completion of
all requirements in paragraph 5.3 of this Agreement must be completed prior to the project being
granted an Operation Date.
MAXIMUM CAPACITY AMOUNT
This value will be t0 MW which is consistent with the value provided by the Seller to ldaho Power
in accordance with Seller's interconnection agreeme'lrt. This value is the maximum energy (MW)
that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at
any moment in time.
POINTOFDELIVERY
?oint of Delivery'' means, unless otherwise agreed by both Parties, the point of where the Seller's
Facility's en€qgy is delive,red to the Idaho Powsr electrical system. Seller's interconnection
agreement will determine the specific Point of Delivery for this Facility. The Point of Delivery
identified by Seller's interconnection agreeme,nt will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact €,n€rgy deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for
this Facility. If the Idaho Power Metering is unable to measur€ the exact €nergy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, a l,osses calculation will b€
estabiishe<i to measur€ the energy losses (kWh) betrveen the Seller's Facility and the Idaho Power
Point of Delivery. This loss calculation will be initially #. at2o/o of the kWh en€rgy production
recorded on the Facility ge,neration metering equip,ment. At such time as Seller provides
Idaho Power with the electrical equipment specifications (transformer loss specifications,
conductor sizes, etc) of all of the electrical equipment between the Facility and the ldaho Power
electrical system, Idaho Power will configure a revised loss calculation formula to be agreed to by
both Parties and used to calculate the kWh L,osses for the term of the Agreement. If at
8t3U20tO
EXHIBIT 701
CASE NO. IPC-E-'1}22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 48
-49 -
B.-7
any time during the term of this Agreement, Idaho Power determines that the loss calculation does
not corrcctly reflect the actual kWh losses attributed to the electrical equipm.ent between the
Facility and the Idaho Power electrical system, Idaho Power may adjust the calculation and
retnoactively adjust the previous month's k$/h loss calculations.
METERING A}.ID TELEMETRY
Seller's interconnection agreement will determine the specific metering and telemebiy
requircments for this Facility. At the minimum the Metering Equipment and Telemetry equipment
must be able to provide and record hourly energy deliveries to the Point of Delivery and any other
energy measurements required to administer this Agreernent- These specifications will include but
not be limited to equipment specifications, equipment location, Idaho Power provided equipment,
Seller provided equipment, and all costs associated with the equipment, design and installation of
the Idaho Power provided equipauent. Seller will arrange for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Poweds use terminating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the Facilities eoergy production.
Idaho Power provided equipment will be owned and maintained by ldaho Power, with total cost of
purchase, installation, operation, and mainteirance, including administrative cost to be reimbursed
to Idaho Power by the Seller. Palmeirt of these costs will be in accordance with Seller's
interconnection agreement and the total metering cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Seller's interconnection agreement.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Networt Resource
flesignation C'NRD") application has been accepted by Idaho Power's delivery business unit.
Federal Energy Regulatory Commission (*FERC") Rules require Idaho Power to prepare and
zubmit the NRD. Because much of the information Idaho Power needs to prepaxe the NRD is
specific to the Seller's Facility, Idaho Power's ability to file the NRD in a timely manner is
8t3U2010
EXHIBIT 701
CASE NO. IPGE-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nnl14 Page 49
B-8
-50-
contingcnt upon timely receipt of the required informxion from the Seller. Priorto ldaho Power
beginning the prccess to enable Idaho Power to submit a request for NRD status for this Facility,
the Seller shall have complaed all requirements as specified in Paragrryh 5.7 of this Agreement.
Seller's failure to provide complete end accurete information in r timely marner ctn
significently impact Idaho Power's abflity and coct to attain the I{RD designrtion for the
Seller's Facility and the Seller shell bear the costs of any ofthese delays that are a resuft of
any action or inacdon by the Seller.
8/3u2010
EXHIBIT 701
CASE NO. !PC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n2OU Page 50
-51 -
APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POUCY
The undersigned on behalf of himself and
hereinafter collectively referrd to as "Engineer," hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed Prcfessional Engineer in good standing in the State of Idaho.
2. That Engine€r has reviewed the Firm Enerry Sales Agreement, hereinafter "Agree,ment,n betweeir
Idaho Power as Buyer, and as Seller, dated
3. That the wind energy power production project which is the zubject of the Agreement and this
and is hereinafter referred to as theStatement is identified as IPCo Facility No.
"Project.tt
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range . Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to
Idaho Power for a twenty-five (25) year period.
6. That Enginesr has substantial experience in the desigg constnrction and operation of electic
power plants of the same tlpe as this Project.
7. That Engineer has no economic relationship to the Desigo Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Ope,ration and
Maintenance ('O&M') for this Project and it is his professional opinion that, provided said Pnoject has b€en
designed and built to appropriate standards and assuming Suffrcie,nt Prime Mover, adherence to said O&M
Policy will result in the Project's producing at or near the design electrical output, efficiency and plant
factor for a tweirty (20) year period.
-52-
813U20t0
"o". *o r=I8lllllt
D. NELS.N, R..KLAND U)?rfl?T;l!?
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.3 of the Agreenreot, is
relytng on Fngineerrs representations aod opinions contained in this Statement.
10. That Engineer certifies that the above $atements are completg tnre and a*urate to the best of his
knowldge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
8Ru2orc
EXHIBIT 701
GASE NO. IPC-E-13..22
D. NELSON, ROCKLAND W|ND FARM, LLC
2nD014 Page 52
By
-53-
APPENDD( C
ENGINEER'S CERTIFICATION
OF
ONC,OING OPERATIONS AND MAINTENAI{CE
The uodersigned on behalf of himself and
hereinafter collectively referred to as "Enginer," hereby
states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engneer in good standing in the State of Idaho.
2. That Enginesr has reviewed the Firm Energy Sales Agreement, hereinafter *Agreement,' betwee,n
Idaho Poweras Buyer, and as Seller, dated
3. That the wind e,nergy pow€r production project which is the subject of the Agrement and this
Statement is identified as IPCo Facility No.and hereinafter referred to as the '?roject".
4. That the Project, which is commonly known as the Project, is located in
Section _Township Range ,Boise Meridiil, _ County, Idaho.
5. That Engine€r recognizes that the Agreement provides for the Project to firnish electrical energy to
Idaho Power for a twenty-five (25) year perio&
6. That Engineer has substantial experience in the design, construction and operation of electic
powerplants ofthe same ty?e as this Project.
7. That Engineerhas 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
records since the last previous certified inspection. It is Engineer's professional opinion" based on the
Project's appeamnce, that its ongoing O&M has been substaotially in accordaoce o,i(U *iA O&M Policy;
that it is in reasonably good op€rating condition; and that if adhere,nce to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining _years of the Agreemeirt.
8Buzorc
EXHIBIT 701
CASE NO. IPC-EJ!}2z
D. NELSON, ROCKLAND WND FARM, LLC
2nPU4 Page 53
-54-
9. That Engine€r recognizes that Idaho Power, in accordmce with paragraph 5.3 of the Agreemelrt, is
relymg sl Fnginerr's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statemelrts are complete, tnre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
EBU2Arc
EXHIBIT 701
CASE NO. IPC.E-1T22
D. NELSON, ROCKLAND WND FARM, LLC
2nDU4 Page 54
By
-5)-
APPENDD( C
ENGINEER'S CERTTFICATION
OF
DESTGN & CONSTRUCTION ADEQUACY
The uqdersigned on behalf of himself and
hereinafter collectively referred to as "Engineerr, hereby
states and certifies to Idaho Power as follows:
That Fneineef, is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has rwiewed the Firm Energy Sales Agreement, hereinafter "Agre€mentn,
t.
2.
Mween Idaho Power as Buyer, and as Seller, dated
3. That the wind €nergy power production project, which is the subject of the Agreement and
this Statemeot, is identified as IPCo Facility No and is hereinafter referred to as the
ttProjecttt.
4. That the Project, which is commonly known as tle Project, is located in
Section _Township _Range _-____--_-__, Boise Meridiil, _ County, Idaho.
5. That Engineer recognizes that the egreement provides for the Project to firnish electrical
en6gy to Idaho Power for a twenty-five (25) year period.
6. That Engineer has subsAntial experience in the design, constnrction and operation of
electric powerplants ofthe same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Pnoject and has
made the analysis ofthe plaos and specifications independently.
8. That Engineer has reviewed the engineering desrgn and constucdon of the Project,
including the civil worh electrical work, generating equipment, prime mover conveyance system, Seller
furnished Intercoonection Facilities and other Project facilities aod equipmeirt.
8t3U20tO
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 55
-56-
9. That the Project has been constnrc'ted in accordance with said plans and specifications, all
applicable codes andconsistent withPrudent Electrical Practices as that term is desctibed inthe Agrc€m€rf.
10. That the desip and constnrction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the hoject is capable of performing in accordance with the
tems of the Agreerne,nt and with Prudent Elecfical Practices for a tweirty (20) year period-
I l.That Engineer recognizes that Idaho Power, in acco,rdance with paragraph 5.3 of the
Agree,ment, in interconnecting the Prioject with its syste, , is relying on Engineels representations and
opinions contained in this Statement.
t2.That Engine€r certifies that the above statements are complete, tnre and accurate to thebest
of his lnowledge and therefore sets his hand and seal below.
@.E. Stamp)
Date
8l3U20tO
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2t112014 Page 56
By
-57 -
APPENDX D
FORMS OF LTQUTD SECtruTY
To the extent required pursuant !o this Agreeine,nt, Seller shall provide Idaho Power with one or
mone corrrmercially reasonable security instnrments such as Cash Escrow Security, Guarantee or
Irtter of Credit as those terms are defind below or other forms of liquid financial sccurity ttnt
would provide readily available cash to ldaho Power to satisfr the Delay Security and any other
security requirements within this Agreement.
Forthe purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instnrment in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that (a) any guarantee issued by
any other entity with a short-term or long-term investment grade credit rating by Standard & Poor's
Corporation or Moody's Investor Services, Inc. shall be deemd to have acceptable financial
creditworthiness, and (b) any letter of credit issued by any other entity with a short-term or
long-term investment grade credit rating of A- by Stardaxd & Poor's Corporation or A3 by
Moody's Investor Services, Inc. shall be deemed to have acce,ptable financial creditwor&iness.
1. Cash Escrow Secudtv - Seller shall deposit funds in an escrow account established by the
Seller in a baoking institution acceptable to both Parties equal to the Delay Security or other
required security amoun(s). The Seller shall 6s responsible for all costs, and receive any
interest earned associated with establishing and maintaining the escrow account(s).
2. Guarantee or Irtter of Credit Securitv - Seller shall post and maintain in an amount equal to the
Delay Security or other required security amount eitler: (a) a Guarantee from Seller's
corporate parent or a party that satisfies the Credit Requireme,nts, in a form acceptable to
Idaho Power at its reasonable discretion, or (b) an irrevocable LettEr of Credit in a form
813v2010
EXHIBIT 701
cAsE NO. IPC-E-1!22
D, NELSON, ROCKLAND WND FARM, LLC
2nPU4 Page 57
-58-
substantially similar to the form in Appendix F, in favor of Idaho Power. The Irtter of Credit
will be issued by a financfu1 institution that sarisfies the Credit Require,ments. The Seller shall
be responsible for its own costs and all costs imposed by the guarantor(s) or the iszuer of the
Lrtter(s) of Credit associated withestablishing and maintainingthe Guaranto{s) orlrtter(s) of
Credit.
8t3U20rc
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nPO14 Page 58
-59-
APPENDD( E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Productioo
Forecasting model to forecast the energy production from this Facility and other Qualiffing Facility wind
generation nesounces. Seller and Idaho Power will sbare the cost of Wind Enerry Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers share
will not be greater than 0.1% of the total en€rgy pa)'ments made to Seller by Idaho Power during the
previous Cootract Year.
For every month ofthis Agree,ment treginning withthe fixst zul month afterthe
First Energy Date, the *Wind Energy Production Forecasting Monthly Cost
Allocation" (or *MCA ) will be due and payable by the Seller. Any MCAs that
are not reimbursed to Idaho Power shall be deducted from energy pa)4nents to the
Seller.
As the value of the O.lYo cap of the Facilities total €xreryy palmerfs will not be
known until the first Contract Year is complete, at the e,nd ofthe first Contract
Year any prior allocations that exceeded the 0.1% cap shall be adjusted to reflect
the0.|o/o cap and if the Facility has paid the MCAs a refund will be included in
equal monthly amounts over the e,nsuing Contract Year. If the Facility has not paid
the MCAs the amount due ldaho Power will be adjusted accordingly and the
unpaid balance will be deducted from the ensuing Contract Year's energy
payments.
The cost allocation formula dcscribed below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreem€nts to deliver energy to
8l3Ll2010
EXHIBIT 701
CASE NO. !PC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nDU4 Page 59
b.
-60-
Except so far as othenvise stated, this Irttcr of Credit is subject to the International SAndby Practices
ISP98 (also known as ICC Publication No. 590), or revision curreirtly in effect (the *ISP). As to matters
not covered by the ISP, the laws of the State of California" without regard to the principles of conflicts of
laws thereunder, shall govern all matters with respect to this Irtter of Credit.
AUTIIORIZED SIGNATLJRE for Issuer
(Name)
Title:
8l3U20tO
EXHIBIT 701
cAsE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nl2014 Page 60
-63 -
ATTACHMENT A
Drawing Certificate
TO JTSSUTNG BANKNAMEJ
IRREVOCABLE NON-TRAI{SFERABLE STAI{DBY LETTER OF CREDIT
No.
DRAWING CERTIFICATE
Bank
Bank Address
Subject:Irrevocable Non-transferable Standby lrtter of Credit
Reference Number:
The undersigned an authorized representative of Idaho Power Company
(the "BeneficiarS/), hereby certifies to [Issuing BankNaneJ (the "Bank'), and
(the "Applicant"), with reference to Irrevocable Nontransferable Standby Letter of Credit No. {-_), dated . (the "lrtter of Crcdit'), issued by the Bank in favor of the
Be,neficiary, as follows as of the date hereof:
l. The Beneficiary is eNrtitled to draw under the Letter of Credit an amount equal to
for the following reason(s) [check applicable provision]:
t ]A. Pursuant to the terms of that certain Firm Energy Sales Agreement between Applicant and
Be,neficiary, dated as of [hte pfEreationl(the *Agreement"), Beneficiary is entitled to
draw under the Irtter of Credit amounts owed by Applicant under the Agreement.
t lB. The lrtter of Credit will expire in fewerthan 30 days from the date h€reof, and Applicant
has not provided Beneficiary alternative security acceptable to Beneficiary.
Based upon the foregoing, the Beneficiary hereby makes demand underthe lrtl.r,r of Credit for
payment of U.S. DOLLARS AND ____/l0Oths (U.S.$ ), which amount does
not exceed (i) the amount set forth in paragraph I above, and (ii) the Available Amount under the
Letter of Credit as of the date hereof.
Funds paid pursuant to the provisions of the lrtter of Credit shall be wire transferredto the
Beneficiary in accordance with the following instructions:
Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the
meaning given each such term in the Letter of Credit.
INWINESS WHEREOF, this Certificate has b€sn duly executed and delivered onbehalf of the
Beneficiary by its authorized representative as of this _ day of , _.
Beneficiary:IDAHO POWER COMPA}.IY
By:
Name:
Title:
8131120rc
EXHIBIT 701
CASE NO. IPC-E/!3-22
D. NELSON, ROCKLAND WND FARM, LLC
2n12014 Page 61
2.
3.
-&-
APPEI{DD( G
SAMPLE SHORTTALL DAIUAGES CALCI.'LATTON
PARAGRAPH 6.6.4 OF TIIEAGREEMENT
Sample Mechanical Avaihbility damage calculation
Aorll 2012 (Hvoothetlca! Monthl
MAG Shortfall calculatlon
Mechanical Availability Guarantee (Paragraph 6.5)
Less: Current Month calculated Mechanical Availability
MAG shorthll
l(Wh shortfal!
April lnitialYear Monthly Net Energy amounts (paragraph 6.4.1)
Multiplaed by the MAG shortfall
KWh Shortfall
Availability Shortfall Price - as defined in paragraph 1.2 and not to
be less than 15.00 Mills/KWh
8s.00%
80.00%
20,015,000
5.fi)%
1,(X)0,750 t(\n/h
1s.00 Mills/ KWh
813u20to
EXHIBIT 701
CASE NO. IPC-E-13-22
D. NELSON, ROCKLAND WND FARM, LLC
2nnU4 Page 62
Shortfall Pay/ment payable to ldaho Power $15,011.25
65
EXHIBIT 801
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
A!IIgI9
I
)
3
4
5
6
7I
I
l0ll
l2
t3
l4
l5
l6
t7
Itt
l9
20
2t
22
23u
)1
7,(r
2't
28
29
30
3t
32
T'IRM BNERGY SALES ACITBBMF,NT
BIiTWIiIiN
IDAI{O POWTJR COMI'ANY
AND
TUANA CULCI{ WIND PANK L.L.C.
TABLN OFCONT}iN'TS
:lll:tl.-B
Definitions
Nei Relinnce on hlahn Powcr
Wnrranties
Conditionr lo Acceplauce ol' Fincrtr;y
'lbnn and Opelution li;rtc
Purrhasc nnd Srrlc of Net l}rcryy
Purclurx$ lf icc and Metltucl of l'uylncnt
lJnvil{'nnlenhrl nllnbutc$
Facility nnd lttlorr:onnectiott
Disconnesl iotr llqui pnrenl
Mctcring nnd Telenrelry
lle$orcls
llrutoctiolr
Opcrrrtions
Indenrrrificrrt iott nnd Insrtrancs
Fortxr Mtli*ttrc
t,ttnrlllights
Lilhilityl l)ctlicnt ion
Scvr:ml Ohligntions
Waiver
Choice of Lnws lud Vclluc
Disputcs ond Dolirull
(iov0rutrcttlul Aut hori'r,al ion
eouutti*sion Order
$trccessorr nnd Assign*
Morlificnliort
'l'axcs
Noticos
nd(llrlonal Tcrms untl Condltirrnr
$everahility
Counterparts
Entlre Agrcerrrcnt S i gnatut'es
Appondix A
Appendix ts
Appcndix Cl
EXHIBIT 801
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 1
utailxri
EXHIBIT 801
D. N ELS.N, r DAH. ffNLE JAo.it"?-?
",-'3
2n12014 Page z
FIRM ENERGY SALNS AGREEMENT
( l0 aMW or Lcss)
TUANA GULCH- WUIL PABK*!.L,C.
Pro.iect Nunrber: 3 131sff 5
THIS AGREEMENT, e.ntere(l into on this l8'r' day of--&hrugly- 2005 between
TUANA CULCII WIND PARK L.L.C. (Sellor), rrnd IDAHO POWER COMPANY, an ldaho corporation
(ldaho Power), hereinlftcr sonretimes referred to ceillectively as "Pnrties" err intlividually as "Parly."
U'IINESEEITI
WHEREAS, Scllcr will design, construct, own, maintain and operatc an clcctric g€neration
facility; and
WHEREAS. Seller wishes lo sell, and ldaho Power is willing to purchase, firm electric energy
produced by the Scller's Facility.
THEREFORE, In consideraticrn of the nrutual covenants and agreenrcnts hereinafter set forth, the
Parties agree as lbllows:
ARTICI,E I.;QEEINIIIQNE
As used in this Agreenrent and the appendiceri sttached hereto, the lbllowing ternrs
shall have the following meanings:
l.l "eolnm!$$.q1" - The letaho Public Utililies Commission.
L2 "Contruct Year" - The period cotrunencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
l'3'.@''-IdahoPower'sSystemsoperationsGroup,oranysubsequent
group designated by Idaho Power.
1.4 "Disconnection Equipmen{ - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipnrent specilied in Appendix B.
1.5 "thcilit:r" - That electric generation fae ility desoibcd in Appendix B of this Agreement.
I-
EXHIBIT 801
D. N ELS.N, r DAH. fifNLE JA?.ltE-? t
.,3
21712014 Page 3
1.6 "First Enpfgy_Dalg" - The day cotnmeneing at 0001 hours, Mountain Time, following the day that
Sellcr has satisfied the requirentents of Articlc IV and the Seller begins delivering energy to
Iclaho Power'$ systetn nt the Point of Delivery.
1.7 'Gg1gfa.tigil11te&AmCCrjpl igpse$" - ldaho Powcr's generation interconnection application
and engineering review proc$ss developed to ensure a safe and relirble generation
intcrconnoclion in complinnco with ull opplicuble regtrlutory requironrentc, Prudent Electrical
Practiccs and national sulety standards.
1.8 "InadvenqnGlsfgy" * Iiilectric energy Seller does not intend to generate. Ilaclvertent encrgy is
rnnre partir:rrl*rly descrihecl in ptragraph 7,3 of this Agreement.
L9 "hterconnecliqj! iaedlte$" - All equipnrent specit'ied in Schedule 72 and the Generation
Interconneetion Process and any additional equipment specified in Appendix B.
t . l0 "l4iti$l Capasity lJglerrnination" * The process by which ldaho Powcr confirms that under
normal or average dcsign conditions thc Facility will generate at no more than l0 average MW
per month and is therel'ore eltgtble to be pard the putrlrshed rales rn accordance with Comrnission
Order No. 29632.
Ll I "Lq$g!" *The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
uf tlrc trarrslurttation and transnrission of cncrgy botwcen thc point whcrc thc Frrcility's cncrgy is
metered and lhe point the Facility's energy is delivered to the ldaho Power electrical system. The
loss calculation tbrmula will be as specified in Appendix B of this Apeement.
l.t2 "Merkgt"EsgSy_eg$" - Eighty-five perconl (85%) nf the weighterl average of lhe daily on-peak
and off-peak Dow Joncs Mid-Colurnbia lndex (Dow Jones Mid-C Index) priees for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutuallv agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selccted replacement index will be consistent with other similar egreements
and a cornrnonly used index by the electrical industry.
1.13 "Material Brejch" - A Default (paragraph 22,2.1) subject to pamgraph 22.2.2.
-2-
zil812U)5
EXHIBIT 801
D. NE LS,N, r DAH. \ifNsDE JAoil"?-=rl
t
.-,3
21712014 Page 4
L14 'Marur:ult_eAngSiu.AUuuil" -'fhe maximum capacity (MW) of the Facility will be as
specitied in Appendix B of this Alpecnrcnt.
I .15 "Meterin8.S,qq!trllllglU: - All cqulpnrcnt specified in Schedulc 72, tltc Ccrrcraliorr htcr{.:urrrrcL:tiorr
Process. this Agreement and any irdditiond cquipment specified in Appendix B required to
lnea$urei record and l.elemeter power f'lows hetwccrl the Seller's electric generation plant and
Idaho ltowcr's $ystcnr,
L l6 "Ne! inefgy" - All of the electricr energy produced by the Facility, less Station Use. less Losses,
cxpressed in kilowatt hours (kWh). Ssllcr comrnits to deliver all Nct lincrgy to Idalrc Powcr at
the Pnint of I)elivery lor lhe frrll term of thc Agrcernent. Net Energy does nrlt include Inadvefient
Energy.
I .17 'ApC1gXStfDiUg" - l'he day courtnencing at 0001 hours, Mountain Time, following the day that
all requircm:nts of paragraph 5.2 have been cornpleted.
l.l8 'Esul_st__DCtiyery" - The location specified in Appendix B, where ldaho Power's and the
Sel ler' s electrical faci I ities are i nterc()nnected.
l.l9..P-@''_ThosePractices,methodsandequipmentthatarecomnronlyand
ordinarily used in electrical engineering and operation$ to operate electric equipment lawfully,
sal'ely, dcperrdubly, rfficicntly and ccononrically.
l.ZO 'ScheAubd-aperutlatlDa!$" .. The date specified in Appendix B when Seller anticipates
achieving thc Operation l)atc.
l.2l "Schedule 72'] * Idaho Power's Tariff Nn lOl, Schedule 72 or its slccessor schedrrles as
approved by the Commission.
I .22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.21 "Special Facilities" - Addition$ or alterations of transmission andlor distribution lines and
transfornrers as described in Appendix B, Schedule 72 or the Ceneration Intcrconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "$g!gg_-UEg" - Electric energy that is useel to operote equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
at8n00J
EXHIBIT 801
D. NELS.N, r DAH o ftINLE JA?I'-"".=,J i.t
21712014 Page 5
1.25 "$,qlplu!_Egelgy" - ( l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical systern during thc month which exceeds I llVo of thc monthly Net Energy
Amount lor the corresponding nton$ specified in paragraph 6.2. or (2) If the Net Energy
produced by the $eller's Facility and <lelivered to the Idaho Power electrical system during the
month is less than 9O% of lhe nronthly Net Energy Amount for the corresponding month
spccil'icd in poraglaph 6.?. thcn all Nct Enorgy dclivcrc<l by thc Focility to lho lcloho Power
electrical system lrrr that given month or (3) All Net Energy produced by the Seller's Facility and
dclivered by the Facility to the Idaho Power electrical systern prior to the Operation Date.
1.26 "Tot$"| eosl,oftne,Ea,:i.ljt.V" - Tlte lolal cosl ()f stnrclurcs, equipnrcnt an(l appurtenances.
ARTICI,EJI: No RELTANCE ON, IDAHO POWER
Seller lndesqlde[lryrultgation - Seller wamants and represents to Idaho Power that in entering
into this Agrecrrrcnt and the undertaking by Seller of the obligations set forth herein, Seller has
investigated md dctennined that it is capable ol'pert'orrning hereundcr and has not relred upon
the advice, experience or expertise of ldaho Powcr in connection with the transactions
contemplated by this Agreement.
SellEf&tjggqtldpul Etrugt& - All profesrionals gr erlre{t$ including, but not limitcd to, cnginccrs,
attorneys or accountants, that Seller uray have consulted or relied on in undertaking the
transactions contenrplated by this Agreement have been solely those of Seller,
ARTICLE III; WA&BANTIES
No Wanauf.t-byldaho Pouer - Any review, acceptanee or failure to review Seller's design,
specitications. equipnrent or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's elesign, specifications, equipment or facilitier, including. but not Iirnited to, safety,
durability, reliability, strength, capacity, adequacy or economic t'easibility.
@-Sellerwarrant$thattheFaciIityisa..QualifyingFacility,''asthattenn
-4-
2.1
).,
3.1
3.2
4.t
EXHIBIT 801
D. NE LSoN, r DAH. \ifNLE JA?it"E-?
t rt
21712014 Page 6
is use<l and defined in l8 CIFR i292.2O7. Alter initial qualification, Seller will takc such NteF$ as
may tre required to maintain the F;rcility's Qualifying Facility status during the term of this
Agreement an<l Seller's failure to ntaintain Qualil"yirrg Fuuility statul will be u Mater ial Brsash uf
this Agreement, ldaho ['r:wct tese.rves the right to rcview the.Seller's Qualitying Facility status
and assoc.iatcd support ancl conrpliartce documents at anytime during tlre ternr of this Agreement.
ARTICLI1 IY:
Prior to the First Energy Date and as a condition of ldaho Power's acceptance of deliverics of
energy lionr lhe Seller. Sellcr shall:
4.1,1 Submit proof to Idahr: Power that all licenses, permits or approvals necessary for Seller's
operetions have been qrbtained frorn applicable fedoral, state or local authorities.
inclrrding, but not limited to, evidence of compliance with Subpart B, l8 CFR.252.20'l .
4.1.2 Opinion of Ceu$el - Submit io ldaho Power an Opinion Letter signcd by an attorney
adrnitted to practlce and rn good standrng tn thc State of ldaho providing an
opinion that Seller's Iicenses, permits and approval$ as set forth in paragraph 4.1.1
aberve are legally and validly issued, are held in the name of the Seller and, based on
a tcasouablc inclcpendcnt rcvicw, counscl is of thc opinion that Scllcr is in substantiul
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to ldaho Power and will acknowledgc that thc attorney
rendering thr: opinion nnderslnnds thnt Idaho Power is relying on saitl opinir:n. Idahrr
Power's acceptance of the form will not be unreasonably withheld. The Opinion l..etter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law ( l99l ).
4.1.3 Ipitial Capacity Djlgtulation - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
Jrut not be limited to, equiprnent specifications, prirne nrover data, resource
characteristics, rrornral and/or average operating design conditions and Station Use data.
,5-
2/tn/200.5
5.1
5.2
EXHIBIT 801
D. N E LSo N, r DAH. \ifNsDE JA?+'-E -tJ ti8
2n120'14 Page 7
Upon receipt of this information, Idaho Pqrwer will review the providecl data and if
nfcessaryt request additional data to eompleto (hc tnitial Capacity Determination within I
reasonable lilttc.
4.1.4 f;lgineer's Certifie-q-t-rqnr - Submit an oxecutcd Engineer's Certificatiorl of Design &
Csn$tructien Adequacy ard an Engineer's Certification of Operations and Maintenance
(OraM) Ilelicy ns dceeribccl in eommi:rnion Ordcr Nn, ?1690, 'IheuE cr*rtificate,i will be
in the fnrm specitied in Appendix C hut may be rnodified to the extent necsssary lo
reeogniee the differenl engineering disciplines providing the certificates.
4.t .5 l6tua$qr - Snhrnil writler proof to ldaha Perwer of all insuranee required in Article XV,
4.1.6 luerg0lltgSlg!_- Provide written proof to Idaho Powcr that all Schedule 72 and
Generation llrterconnection proccs$ requirenrcnts have been completed.
4.1 .7 Written AcqrilU*[ce - Requrst and obtain written contirmation from ldaho Powcr that all
conditions to aecoptance of energy have been fulfilled. Such writtsn confirmation shall bc
provided within a commercinlly reasonahle time lbllowrrlg the Seller's request and wrll
fiot be unreasonably withheld by Idaho Power.
ARrrcl-ri v- TLEI{-AI{Q gprRATroN p^Tli
T$!0 - Suhjecl lo the provisions of partgraph 5.2 below, this Apeemcnt shall become effcctive
or the date first written and shall continue in full force and effect for a period of twenty (20)
C*rrtract Yelrs from the Operation Date.
OperrrtiqL0elg - The Operation Dcte nuy occur only afler the Facility has achievecl all of the
fcrllowing;
a) Achieved the First Energy Dirte.
b) Cornmission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seiler has demonstrated to Idaho Power'u satislaction that the Facility is complete and
able to provide enorgy in a consistent, reliable ard safe rRanner and has requested an
-b-
2ilUZA$s
-5.3
EXHIBIT 801
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page I
Operation Date in written [orm.
d) Sellcr has requested an Operation Date frnnr klaho Power in a written format.
c) Seller has re.ceived wrinen confirnration frr.un ltlalru Puwcr of thv Opcrution Dutc.
This confirnration will not bc unreasonably withheld by Idaho Power.
Seller's failure to achieve thc Operation f)ate within ten (10) rnonths of the Schecluled Operation
Datc will bc an cvcnt of dofinrlt-
ARTICI".IJ*\{L-BUBEUA$JANF-'.W
DrLy,:rJJuu!-Aece$anse.ofl{et-Eneffy " Hxcept when eitlrcr Party's performance is excused as
provided herein, Idaho Power will purchase and Scller will sell all of the Net Energy to Idaho
Powcr al the Point of Delivery. All lnadvertent Energy produced by the Fhcility will also be
delivered by the Seller to ldaho Power at the Point of Dclivcry. At no time will the teital amount
of Net Energy anrUor Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maxrmum eapacrty Aurounl.
NetEIsICy 3lgegrrl6 - Scller intends to prr>duce and deliver Net Energy in the following monthly
amount$:
6.2,1 Lritial Ycal Monthly-Nct Encrg-y AmounB:
6.t
6.2
Season I
Sea$on 2
Month
March
April
May
July
August
November
Decernher
June
Scplcrrrber
October
January
February
kwh
3,100,625
2,689,296
2,501,984
|,910,208
1,781,958
t,884,234
) .4?5.)q\
2,711,A46
2,422,340
2,621,565
1,923,853
2,559,792
Sea.son 3
-7-
at8na05
EXHIBIT 801
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 9
6.2.2 OngointlVlqu$ty tlet Brcrqyat g - Srller shall initially provide Idaho Power with
onc yeflr of monthly generation estimates (lnitial Year Monthly Net Bnergy Amounls)
md beginning at the end of monlh nirii and every three months thereafter provide ldaho
Power with an additional three months of forward generation estinrates. This information
will be provided to ldaho Powcr hy written notice in accordancc with paragraph 28. l, no
larer rhan 5:00 PM of the 5G day following the end of the prcvious month. If the Seller
does not provide the Ongoing Monthly Net Energy amounls in a timely manner, Idaho
Power will use the most recent 3 months of the lnitial Year Monthly Net lincrgy
Antounts specified in paragraph 6.2. I for the ncxt 3 months of monthly Net Energy
amounts.
6.2.3 Seller'sAdilrsrmenr of Net llqgrglACIaUlll -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28. I, the Seller may revise all of the prcviously
provided Initial Year Monthly Net Encrgy Amounts.
6-2.3.2 Beginning with the end of the 3"r month after the Operation Date and at the end
of every third month thereafter: (l) the Seller Ua.ynll! revise the immedinte next
three nronths of previously provided Net Bnergy Amonnts, (2) but by written
notice given to lelaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5'h clay following the end of the previous month, the Seller may
revisc all other previotrsly provided Net Energy Amounts. Failure to provide
timely written notice of changed am()unts will be deerned to be an election of no
change.
6.2.4 Idaho Pt:wer Adjustment of Nst Enerq)t Alnoup! - lf ldaho Power is exeu$ed frorn
eeceptingtheSeller'sNetEnergyasspecifiedinparagraph 14.2.1 oriftheSellerdeclares
a Suspensiorr of Energy Deliveries as specified in paragraph 14.3,1 and the $eller's
declared Suspension of Energy Deliveries is accepted by ldaho Power, the Net Energy
-8-
CASE NO IE}3]?I:21
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page'10
Arnount as specilred in paragraph 6.2 tbr the speeific rnonth in which the rednction or
suspension under paragraph 14.2.1 or 14,3.1 occurs will be rcduced in accordance with
the lbllowing:
Where:
NEA =
gnll =
TOU a
RSH a
Currcnt Month's Net Energy Amount (Paragraph 6.2)
lf ldahn Powe.r is excuserl from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value will be
eqnal to the percentage of curtailment as specified by
Idaho Power nrultiplied by the TGU as defined below.
If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 14.3.I this value will be the sum of
the individual generation units siz.c ratings as specified in
Appendix B that are impactc:d by the circunrstances
causing the Seller to declare a Suspension ofEnergy
l)eliveries.
Sunr of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreemerrt.
Actual hours the Facility's Net linergy deliveries were either
rcduced or suspendcd under paragraph 14,2,I or 14.3.I
= Actuul total hours in thc current nronth
ting fonnula bsing;
a)
b.)
TH
Ilcsul
Adiusted
Nei Enersy = NHA
Amount
NEA)x((( ffiil x ffi))
6.3
This Adjusted Net Energy Arnount will he used in applicable Surplus Energy calculations for
only the. specific month in which ldaho Power was excused from accepting the Seller's Net
Energy or the Seller declarcd a Suspension of Energy.
Unless excused by an event of Force Majeure, Seller's failure to dolivcr Nct Encrgy in any
Contract Year in an flmounl cgual to at least ten percenl llQ?a) ot rhe sum of rhe Initial Year Ner
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
-9-
7.t
EXHIBIT 801
oASE NO. IPC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
2n2014 Page'll
ARTIeLE vII : PURCHASE rRIeE:\NIl METEOD,QI.' EA YMENT
Net Encrqv Rlrchase Price - For all Net Energy, Idaho Power will pay thc non-levelized energy
price in accordancc with Cotnmission Order 29646 with sea$onallzatron tactors applled:
Year
2005
2006
2407
2008
2009
2010
201 1
2012
20't3
2014
201 5
201 6
2017
2018
2019
2020
2021
2022
2029
2024
2425
2026
Scascrrr I - (73.50o1')
MillslkWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.3$
45.42
46.47
47.54
48.63
49.76
50.91
sa.07
53.28
54,51
55.76
57.05
58.37
55.72
Season2 -(120.00%)
Mills/kWh
60.41
61.80
63.23
64.68
66,17
67.69
69.25
70.8b
72.48
74,1 6
75.86
77.62
79.40
81.24
83.11
85,0e
86.99
88,99
91.04
93.14
s5.29
97.50
SciL,ion 3 - (100.00 %)
Milblkwb
50.34
51.50
52.69
53.90
55.14
56.4'l
57.71
b9.u4
60,40
61.80
65.22
64.68
66.17
67.70
69.26
70.86
72.49
74,16
75,87
77,62
79.41
81.25
'7.2
7^-1
$Urplus Encrsv lfice - For tll Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market tsnergy Cost or the Nct Energy Purchase Price specified in paragraph 7. l,
whichever is lower.
Inadvenent En-qlg -
7.3.1 Inadvenent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Powcr at the Point of Delivery that exceeds 10,000 kW
multiplicd by thc hours in tlre specific month in which the onergy rvas dolivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440,000 kwh. Energy
delivored in January in excess of 7,440,000 kWh in this example would be Inadvertent
r0-
atBn(ns
7.4
7.5
EXHIBIT 801
D. NELS. N, rDAHo \ifNsDE JA?+'-E-? l-i8
2nnU4 Page'12
Energy.)
7 "3.2 Although Scller intends tr: elesign and operate the Facility to gsnerate no more than l0
sverage MW and therel'rrrc does not intend to generate lnadvertenl Energy, ldaho Power
will *ccept Inadvertent Energy that does not exceed the Maxinrum Capacity Amlrunt hut
will not purchasc r:r pay for Inndvertent Energy
lrAyRgttLDUelDglS * Energy paynrcnt$ to tlrc Sullcr will Lrs rJisbur bud withirr 3O riays ul ths tlutc
which Idaho Power receives ancl acccrpts the documentation of the nronthly Nel Energy and
Inadveftent f;nergy actually produced by the Scllcr's Facility and delivered to ldaho Power trs
specified in Appendix A.
C_otttiluirrglurudlgljQn,q"L$g.]eqgunrdcrn -This Agreement is a special contract and, as such,
the r'ates, terrns and conditions conttrined in this Agreernent will be construed in accordance with
Idaho Pey.q{ epnpany v. Idaho Egbjic Utilljies Comrnission and Afton Enersy,Irc., 107 Idtho
781,693 P.2<1427 (1984); Idaho PtU"qleSmpany v.Idaho Publis , 107
Idaholl22,695P.2dl26l(l985];'lllIdaho925'
729 P.2d 400 (1986); Section 210 of the Public Lltilities Regulatory Policies Act o[ 1978 antl I8
cFR $292.303-308.
ARTICL&IIIIL ENVIRONMENTAL ATTBIBUTE$
8,1 Idaho Power waives any claim to ownership of Environmental Altributcs. Environmcntal
Atiributcs includc, but arc not limited to, Creen Ta6s, Groon Cnrtifictttqc, Rorrewoble Iinergy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associaled with the
production ofenergy from the Seller's Facility.
ABIICIE-Ui IACIL$Y. ANAINIEBCQNNECTIoN
Desisngf Facilit:v - Seller will design, constructr install, own, operatc and maintain the Facility
and any Seller-owned Interconneetion Facilities so as to allow safe and reliable generation and
delivery of Net Euergy and lnadvertent Energy to the Idaho Power Point of Delivery for the full
- I I-
9,1
"9.2
EXHIBIT 80,I
D. N ELS.N, r DAH. \ifNsDE JA?+'-E-..] if8
2n 120'14 Page 1 3
ternr of thc Agreement.
Intorconns.g!-ion Facilitie$ " Except as specifically 1:rovided tbr in this Agrecment, the rcquired
Interconnection l.acilities wrll be rn accordance wrth Schedule ll,Lhe Ueneration Interconneclion
Process and Appenclix B. The Seller is responsihle for all costs associatcd with this equipnrent as
specitied in Schedule 72 and the Generation Interconnection Plcrcess, irrcluding btrt not limited to
ifiltlal costs incurlr.:rl lry ltJulru Puw*r lur uquiprrrcnt sustr, irrrtallatisn uosts and orrgoing nrorrtlrly
Idahcl Power operations and nraintenance expenses.
ARTICLE X; "DISCONNECTION EQUIPMENT
10. I Except as specifically provided for in this Agreement, thc rcquirtd Disconnection Liquipment will
be in ascordance with Schedule 72, the Generation lnterconnection Process and Appendix B.
Thc Seller is rcsponsible for all costs associrted with this equipment as specified in Schednle 72
and the Ceneration lnterconnection Process, including but not limited to initial costs incurred by
ldaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly tnaintenance expcnses.
ARTICLE XI: METERING AND TETEME IBY
ll.l Mctedugjod_Tejeue!ry -ldaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equiprnent to be ltrcatcd at a mutually agreed upon location to record and
mca$urc powcr flows to Iduho Power in accordarce with Schedule 7?, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipnrent will be at
the location and the type required lo measure, record and report the Facility's Net Energy, Station
IIse, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide ldaho
Power adequate energy fnetrsurcment data to administer this Agreemcnt snd to integrate this
Facility's energy production into the Idaho Power electrical $ystem. AII Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power'$ actual cost of providing this
- t2-
7Jt*l2UJ5
ll.2
EXHIBIT 8O,I
D. NELS.N, rDAHo \ifNsDEJA?l'"?-t li.?
2nPU4 Page 14
Mctcring Equipment and services. Thc Metering Equipmcrrt shall lre at the location descrihed in
Appendix t| of this Agreement. All nreters used io delerrrrine the billing hereunder shall be
sealed and the seals shall be broken only by l<laho Power wh€n the mcter$ are to be inspected,
tested or a{ustcd.
Metcr tupcetipn - Idaho Power shall inspect installations annually and test meters on the
applicablc 1rcr iutlic lerl ;r,lrcdulc relcvant tu thc cquipnrcnt inst.rllcd as spocificd in Appcndix B of
this Agreement. If requested hy Seller, Idaho Power shall make a special inspcction or test of a
rneter and Sellcr shall pay the ren$onahle costs of such spccial inspection, Both Parties shall bc
notified of thq time wlren lny in*pc"ction or test shall takq' place, nnd each P;rrty mly hnvrr
rcprcscntatives present at the test or inrpection. If a rrreler is l'ourtd to be inaccurate or def'ective,
it shall be adjusted, rcpaired or replaced, at Idaho Powerb exlrcnsc in order to provide accurals
nretering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 Vo) from the measuremcnt made hy th* standard metcr used in the
test, adjustnrcnt (either upward or downward) to the paynlents Seller has received shall be made
to correcl those payrnerrts al'l'ected by the inaccurate meter for the actual period during which
inaccttrate nreasurenrcnts were made. If the actual period cannot be determined. corrections to
the paynlents will tre lrosed on the shoner of (l) I period erlual to unc-half thc tilrs fiurrr tlc dutc
of thc last previous test of the meterto the date of the test which estahlished the inaccuracy of the
rneter; 0r (2) six (6) month$.
I 1.3 Tolcmclry - Idaho Power will install. operute and msintsin at Seller's expen$e mcterinEi,
comruunications and telemetry equipnrent which will be eapable of providing ldaho Power with
continuous instantane(nrs telenretry of Seller's Net Energy and Inadvertent Energy produced and
dnlivered rn the ldaho Power Point of Delivery to ldaho Power's Designated Dispatch Facility.
ARTICLE XII. REqpBDS
l2.l Maintenance ot3ggggb - Seller shall maintain at the Facility or such other location muturlly
acceptable to the Parties aclequate total generation, Nct Energy, Station Use, Inaclvertent Eileryy
- l3-
2yru2(n5
t2.2
EXHIBIT 801
D. NELS.N, r DAH. \ifN:E JAoR,itrE;il
t-i8
2nl2O'14 Page'15
anrl maximurrr generation (kW) records in a form and cotttent reconrnrended by ldaho Power.
Insrffllan - Eilher Party, aftel reasonable notice to the other Party. shall havc the right, during
nornul business hours, to rn$psct and auelit any or all gensration, Net Energy, Station U$e,
Inadvenent Energy and maxintum generation (kW) reeords pertaining to fio Scllerk Facility.
I3. r
aBTlQLri xrII - PRoTtrcTroN
Scllcr shall constnrct, operate nnd maintain the Facility and Seller-furnishcd Interconnection
Iiacilities in nccordance with Schedule 72. the Generalion Interconnection l'rocess, Appcndix B
of thi* Agreenrent, Prudc.nl Electricnl Pr:rcticer, ihe Nntir:nErl Electricnl Cor:lc, the Nntional
Electrical Safety Code and atty other applicable local, state and f'ederal codes, Seller
acknowlcdgos receipt of the Generation Interconnection Procsss. If, in the reasonable opinion of
Idalro Power, Ssller'.s operation of thc Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect Idaho Power',s cquiptnetrt, personnel or service to its custonrers, Idaho
Power may physically intcrrupt the flow ol energy from the Facility as specified within .Schedule
72, the Ceneration lnterconuection Process or take such other reasonable steps as ldaho Power
deems appropriate. Except in the case of an emergencyr ldaho Power will attempt to notify Seller
of sueh inlerruption prior to lrs occurrence us providurl ir purugruph 14.9, Sellcr slnll pluvitle
and maintain adequate protective cquipnrcnt sufficient to prevent darnage to the Facility and
Seller-f'urni$heel Interconnection Facilities. In sorns casesr some of Seller'.s protective relays will
provide buck up protoction for Idaho Powerh faciliries. In that evsnt, Idaho Power will tect such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICIJXIV - OPF,RATIONS
14.l qAm$U$eAtiSpE - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14 .2 Enetgy_Asseptance -
- 14-
u'812005
EXHIBIT 801
D. NELS'N, rDAHo \ifNsf JA?+'-E-="Ititr
2n 12014 Page 1 6
14.2.1 Idaho Power shall be excused flom accepting and paying lbr Net Encrgy or acccpting
Inadverte.nt Energy prrxluced by the Facility and delivercd by the Seller to the Point of
Delivery. il rt lri prevented tronl dorng so by an cvent of l'orce Maleure, or if ldaho Power
deternrines thill curtailment, interruption or reduction of Net Energy or Inadvertent
F.nergy deliveries is necessary because of line construction sr rnaintenance requircnwnts,
crtlutguttcics, clcutriuitl sliltrnr upcratilrg r-orrditit'rns t:rn its systcnr or as othclwisc lctltrir"cd
by Pnrdcnt Hlcclrical Practices. If, t'or reasons other than an cvent of Force Majeure,
Idaho Power requires such a cultailment, intemrption or reduction of Net Iinergy
deliveries for a period thal cxc.ceds lwenty (2O) days, beginning with thc' twenty-firrt dny
of such intemrption, curtailmcnt or reduction, Seller will be deenred to be delivering Nel
Hnergy at a rate equivalent to thc pro rata daily flveraga of the amounts specified tbr the
applicahlc month in pruagraph 6.?. Idaho Powu will notify Seller when the interruption.
curtailment or rcductioll is tcrminated.
14,2.2 lf, in the reasonable opinion of Idaho Power, Seller's opcration of thc Facility or
Interconnection l.:aqilities is unsat'e or nray olherwise adversely affect Idaho Powcr'.s
equiprnent, personnel or $ervice to its custonrers, Idaho Power may physically interrupt
thc flow of energy f'rom the Paciltty as speclfied within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy andlor Inadvertent Energy
from tho Fucility to the Point of Delivery in irn amount thot exceeds the Maximurn
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Anmunt
willbe a Material Breach of this Agrecment.
l4 1 Seller Declarcd Srrspqnsipn of F.nergy Deli@
14.3.1 If the Seller's Facility experiences a forced outagc due to cquipment failure which is not
cau$ed by an event of Force Majeure of by neglect, disrepnir or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily $uspcnd all dcliveries of Net Energy to
- t5-
vl8l2il)5
EXHIBIT 80,1
D. N ELS.N, r DAH, \ifNs5 JA?+"E-? if3zn2lfi Page'17
Idaho Power li'orn the Facility or from individual gencration unit(s) within the Facility
impactcd by the t'orced outage fol a period r:f not lcss than 48 lrours to correct thc foreed
ouiage condrtlon ("|)eclared Suspension of Energy Deliveries"). The Scllcr's Declared
Suspcnsion of Energy Deliveries will begin at thc start of the next full hour following the
Seller's telephonc notification as specified in paragraph 14.3.2 tnd will continue for the
lirrc trs spccilicd (nut lcss than 48 hours) in thc writtcn notificution providcd by thc
,Seller. In the nronth(s) in which the Declared Suspension of Energy occurred. the Not
Energy Amount will be ad.iusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller dcsirr-'s to initintt' n Deelnred Snspensir.rn r:rf Flnergy Deliveries ar provided in
paragraph 14.3.1, the Seller will nt:tify the Designated Dispatch Facility by telephone.
The beginning hour of the Dcclared Suspension of Energy Dcliveries will be at the
earliest the nexl frrll hour atier making tclcphone contact rvith ldaho Pt)wer. The Seller
will, within 24 hours after the telephone conlirct, provide Idaho Power a written il(,tice in
accordance with Articlo XXVIil that will contain the bcginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Deelared Suspension of Energy Dcliveries, Idaho Power will
review lhe documentation pruvidcrl by thu Scllcr tu tletcrrrrirrc Idulro Puwsr's ucusptulrcu
of the describcd forced outage as qualifying for a Declare.d Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power'$ acceptance of the Seller's
I'orced outoge a$ an scceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglect, disrcpair or lack of adequate preventative rnaintenance of the Seller's Facility.
14..5 Voltape..l-evels - Seller. in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
aceordence with Pruclont Electrical Practices, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage Ievel by more than ten percent (10%) at the Point of
Delivery, in which case Sellcr shall modify, at ldaho Power's expense, Seller's equipment as
- 16-
ut8t2m5
EXHIBIT 801
D. N ELS.N, r DAH. \ifNsDE JA?i'-? -=,l l.%
2n12014 Page 18
necesriary to acconrmodate the rnodified nonrinal opr:rating voltage level.
14.6 Generator Barrlplng - ldaho Power, in accordance with Prudent Electrical Practices. shall have the
nghl to ltinlt the rate that generation is changed at startup, during norftal operation or following
r€conneclion to Idaho Power's electrical system. Ceneration ramping may be required to permit
Idaho Powerb voltage rcgulation equipnrcnt time lo respond tr> changes in power flow.
14.7 ,!glr'*rl:C.!e!-*Il!dtq!g1ratt!c - Orr eir trcfor'c January 3l of each calsndar ycar, Scllcr shall submit.r
written proposed rnnintenance schedule of significant Facility maintenance lor that calendar ycar
and ldaho Power and Seller shall mutually agrs$ ali lo the acceptability of the proposecl schedule.
The P:lrties dctc'rnrination as to the ilcceptnhility nf the ,Seller's tinretable lhr schedrrler1
maintenance will takc intr: consideration Prudent Hlcctrical Practices, Idaho Power systeur
requirernents and the Scller's prefered schedule. Nsithcr Party shall unreasonably withhold
acccptance of the proposed maintcnatrcc schedule.
14,8 Maintgn$.:_rcg Coordination - The Seller and ldaho Power shall. to the extent pructical, coordinate
their respcctivc line and Facility maintcnance schedules such that they occur simultaneourly.
14.9 Contact Priorle.eurtailrrrent - Idaho Power will make u reasonable atternpt to contact the Seller
prior to exercising its rights to cuftail. intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case ol' emsrgenry circurrrstarrces, rcal tilrrc upcratir.xts o[ lhe
clectrical systcnl. an(yor unplnnned events Idaho Power may not be ahle to provide notice to the
Scller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE X-Y;"I\TDEMNIHCATION AND INSUBA-NEE
l5.l Indernnification - Each Party shall agree to hold harmless and to indemnify the otherParty. its
officers, agents, affiliates, subsidiaries, pareflt company and employees against all loss, damage,
expense and liability to third pcrsons for injury to or rleuth of person or injury to propeny,
proximately caused by the inclemnifying Party's constnrction, ownership, operation or
maintenance of, or by failurc of, any of such Pany's works or facilities used in connection with
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EXHIBIT 801
D. N E LSo N, rDAHo \ifNs5 JA?,|'-E-?
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this Agrcement. The indenrnitying Party shall, on the other Party's roque$t, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonalrle attorney fees that may be incurred by the other Party in enforcing this indemnity.
15"2 Insurancc - During the term of this Agreerrrent, Seller shall seeuro and continuously carry the
following insurance covel?ge:
15.2.1 Cunrprchcnsivs Ocuclal Liability Insurance for both bodily injury and proporty danragc
with linrits equal to $1,000,000, each occurence, sombincd single limit. The deductible
f<rr such insurance shall be consistcnt with current Insnrancc lndustry Utility practice$ for
similar Property.
15.2.2 The abovc insurance coverage shall he placed with an insurancecompany with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Powcr as an additiorral insured and loss payee as
applicuhle; and
(b) A provision stating that such policy shall not he canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
.l5.3 Ssller to ProJ-i-d$.Cqrtificate of InEu ce - As required in paragraph 4.1.5 herein ancl annually
rhereafter, Seller shall lumish lrlaho Power a certificatc uf irrsurarrce, tugctlrur with ttre
cndorsernents required therein, evidencing the coverage as set fofth above.
15.4 Sc!!er.[g Notif:r Idaho PSwqf.gl-l-oss of Coverage - If the insurance coverage required by
purogroph 15.2 shull lnpee for &ny reqsonr Seller will immeeliately notify tdaho Power in writing.
The notice will advise ldaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to providc this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
A-RfrcLE xvr. FTRCE MAJEUBE
As used in this Agreement, "Force Majeure" or "an event of Forcc Majcurr" nrcans any cause
beyond the control of the Scllcr or of Idaho Power which, despite the exerci.se of due diligence,
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such Party is unahle to prevent or avercome. Force Majeure includes. but is not lirnited to, acts of
God, firc. flood, stornrs, war$, hostilities, civil strif'e, utrikes and other labor disturbances,
eartht;uokss, lrres, hghtnrng. eprdemrcs, sabotage, or eh$nges in le\ry or regulation occurring after
the Operalion Date, which, by thc excrcise of reasonable l'oresight such party could not
reasonably have been cxpected to avoid and by the exercise ofdue diligence, it shall be unablc to
uvsruerrtr. If cithsr Purty is r'cudclcd wlrrally ol in part unablc to pcrforrn its obligations undcr
this Agrccmcnt because of an evcnt of Force Majeure. both Partics shall be excused ti'onr
whatever performance is atfected try the evcnt ol'Force Majeure. provided that:
(l) Thc non-perfbrming Party *hall, a* $crnn alr is reasrrnahly pnssihle after the
occurcnce of the Force Majeurc, give the other Pafty written notice descritring
the particulars of the occurrence.
(2) The suspensittn of peformance shall be o[ no greater scope and ol'no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurence causing the
suspension of perfonnance and which could and should have been fully
perforrned before such occurrence shall be sxcll$ed as a result of such
occurrence.
ARTI_C-L! xvtl: LAND RIGHT$
17.l Iieller tr"r-Prqvide Access Seller hereby grants to ldaho Power for the ternr of this .A,greement all
necessary rights-of-way ilnd ea$eiltents to install, operate, maintain, replacc, and remove Idaho
Power'.r Metering Equipmcnt, Inierconnection Equipment, Disconnection Equipment, Protection
F4rripment and other Special Facilities necessary or useful to this Agreement. including adequate
and continuing access rights on propcrty of Seller. Seller warrant$ that it has procured sufficient
easements and rights-of-way from third parties so as to provide ldaho Power with the acce$s
described above. All documents granting such easements or rights-of-way shall be subjcct to
Idaho Power's approval and in rccordable form,
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EXHIBIT 801
CASE NO. IPC-E-13_22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 21
'l'hs Parties flgt'ee that it is nccessary to avoid tlre atlverse
17.3
environmental and operatilrg impacts that would occur ils a result of duplicate electric lines being
constructljd in close proxintrty. 'l'heretore, sub;eot to ldaho Powers compliance with paragraph
17,4, Seller agrccs thilt sherultl Seller seek and reueive frorrr auy local, state or lecleral
govcrnmenlal body the right to erect, con$truct and maintain Seller-furnished Intercounection
Fhcilitics uport, aluttg utttl ttvct urry arrtl lll putrlie ruadi, stl.ccts.rnd highwayr, thcu tlrc usc by
Seller of such putrlic right-of'-way sholl be subordinate t() any future use by ldaho Puwer of such
public right-of-way for constnrction and/or mnintenflnce of elcctric distribution and transmissiorr
focilities ond Idoho Power rnay cl*im use of such public right-of-way for such purposes lt nny
time. Except as required by paragraph 17.4, Idaho Power shall not be rcquired to conrpensate
Seller for exercising its rights under this paragraph 17.2.
Joint_Utg""of Facilitics - Subjcct tr: Idaho Power's compliance with paragraph l7.4,ldaho Power
ntay use and attach its distrihution and/or transmission facilities to Seller',s lnterconnection
Facilities, may rcconstruct Sellcr'.s Interconnection Facilitics to acconurodate Idaho Powerls
usage or ldaho Power tnay conritrucl its own distribution or lransmi$sion facilities along, over and
above any public right-of-wety irctguired fn:m Seller pursuant to paragraph 17.2, attaching Sellerb
Interconnection Facilltles to such newly constructed facilities. Except as requlretl by paragr.rph
17.4, Idaho Power shall not be required to compcnsate Seller fbr exercising its rights under this
paragraph 17.3.
1'7.4 Conditionnpf,-lJss It iu thp intention of the Pnrtiso thot the $eller be left in subctantially the nome
condition, both financially and electrically, as Seller exirted prior to Idaho Power's exercising its
rights under this Article XVII. Therefore. the Parties agree that the exercisc by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and l7.3.shall: (l) comply with all applicablc
laws, codes and Prudent Electrical Practices, (2) eqnitably sharc the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to flgree on the
rnethd of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an intetconnection to ldaho Power'.s system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Anicle XVII.
AF.TICLE XVI ll: I-IABILIIL;_DEDICAIIQN
lE.l Nothing in this Agreement shall be construed to creatc any duty to, any standard ttf care with
refercncc to, or flny liability to any per$on nol a Pirty to this Agrec$Ent. No undertaking by one
Party to thc othcr under any provision of this Agreement shall constitutc thc dedicttion of that
Party's syslent or any portion thereof to the othcr Party ol to the public or al'fect the status of
ldaho Power as an indcpr.:ndent public utitity corporation or Seller as an independent indivi<lual or
cntity.
A.|STICLJi xrx' sEvF.R At, OBtIGATTONS
19. I Except where specifically stated in this Agreement to he othcrwise, the duties, obligations and
liabilities of the Panies are intended to be several and not joint or collcctive. Nothing corrtnined
in this Agreement shall ever be construcel to create an association, trust, partncrship or joint
venture or inrpose a tru$t or pannership duty, obligation or liahility on or with regard to eithcr
Party. Each Party shall lrc individually and severally liable for its own obligations under this
Agreernent.
. ARTICLE XX; WAIVER
20. I Any waiver at any time by cither Party of its rights with respecl to a default under this Agreenrent
or witlr re$pect to any other matter$ arising in connection with this Agreement shall not be
deemed a waivcr with respecl to any subsequent default or other malter.
ARTICLE XXI: CHOICE OFLAW$AND VENUE
2l.1 This Agreement shtll be construed and inlerpreted in accordance with the laws of the State of
Idaho without referencc to its choice of law provisions.
?l ,2 Venue f<rr any litigation arising out of or rclated to this Agreenrent will lie in thc District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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CASE NO. IPC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
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ARTICLE XXII: DI$PUTES AND NEEAL&T
22.1 Disputes - All drsputes related to ot allstng under thrs Agreenrent, lncluctrng, but not lrmltcd to,
the interpretation of the tcrms and conditions of this Agreenrent. will be submitted to the
Commission for recolution.
22.2 Nuti're r,d'Drituu[ -
22.2.1 Def'nults. lf eithcr Par-ty fails to pefbrnr any of the terms or corrditir:ns of this
Appeement (an "event of default"), the nondefaulting Pany shall canse notice in
writing to be given to the dcfaulting Prrry, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(50) days after service of such notice, or if the defnulting Party reasonably
dcmonstrates to the other Party that the default can be cured within a cornmerclally
reasonablc timc but not within such sixty (60) day periocl and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement anrVor pursue its legal or cquitable remedies.
22.2.2 Muterial Brsaqhes - 'fhe notice and curc provisions in paragraph 22.2.1 da not apply
to defaults identified in this Ageement as Marerlal Breaches. Material Breaches musr
be cured as expeditiously as possible following occurrcncc of the brcach.
223 Security for Pprfotnel$g - Prior to the Operation Datc and thercafter for the full term of this
Agreemont, Ssllor will provide ldaho Power with the following:
223.1 Insurance - Evidence of compliance with the provisions of paragraph 1.5.2. lf Seller
fails to conrply, such failure will be a Material Breach and nuy only tre cured by
Seller supplying evidence that the required insurance coverage ha.s been replaced or
reinstatedi
2?.3.2 Eneilggrll-gefldisdians - Every three (3) years after thc Operation Date, Scller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (O
& M) from a Registered Professional Engineer licensed in the State of ldaho, which
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CASE NO. IPC-E-13-22
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Certification of Ongoing (J & M shall be in the tbrrn specilied in Appendix C. .Seller's
lailure to supply the required certificate will be an event ol'delirult. Such a default
nray only he cured by Seller provrdrng the requlred certlfrcato; and
22.3.3 Licenses and Permits - During the tull terrn of this Agreement, Seller shall maintuin
compliance with all permits antl licenses described in paragraph 4.1.1 of this
Agruurrrcrrt. hr additiutr, Scltcl will supply Idahu Puwcr witlr utrpics trf arty lrq\tr ur
additional permits rlr licenses. At least every fifth Contract Year, Seller will update the
docunrentation descrihed in Faragraph 4.1.1. If at any tirne Seller tails to maintain
cornpliance with the permits and liccnscs described in pnragraph 4. l,l or to provide
the docurnentalion required by this paragraph, such failure will be an event of default
and may only be cured by Seller suhmitting to Idaho Power evidence of compliance
liom the permitting ugency,
ARTICLE XXIII: GOVERNMENTAL AUTHORZATION
23.1 This Agreenrent is nubjcct to the jurisdiction of those governnrental agencies having control over
either Party of this Agreenrent,
ARTICLE xxIV : C0MMIS$I0.I,,1 QFDBB
24.1 This Agreement shall bccornc finally effective upon the Commission's approval of all terms and
provisions heretrl without chonge or condition and declarotion that all paymonts to be mode to
Seller hereunder shall be allowed as prudently itrcurred expsnsc$ lbr ratemaking purpo$es,
AR.UCLE XXV: SUCCESSORS AND A$SIGAI,S
25.1 This Agreement and all of thc terms and provisions hereof shall be binding upon and inure to the
benefit of the rcspcctive successors and assigns of the Parties herero, exccpt that no a$signment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained, Such consent $hall not be unreasonably withheld. Notwithstanding the foregoing,
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any party which Idaho Power may consolidate, or into which it may merge, or to which it may
convey or transfer substantially all of its electric utility assets, shall autonutically, without funher
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power'$ rights,
obligationa and interests under lhis Agreement. This article shall not prevent a financing entity
with recorded or securcd rights from exercising all rights and remedies available to it under law
ur !:utrtrflul. Idiihu Puwsr slrall havc tlrc right to bc notificd by thc firrancing cntity tlrst it is
exercising such rights or renredies.
.A.RTICLE XXVI: MODIFIC.A.TION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXVII: TAXES
27.1 Each Party shall pay before delinquency all taxes nnd other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Intcrconnection Facilities.
ARTICLE XXVTII: NOTICES
All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Tuana Gulch Wind Park, L.L.C.
Attn: Larry Leib
1424 Dodge Ave
Helena, MT 59601
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D. NELSON, IDAHO WND PARTNERS, LLC
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To ldaho Power:
Orisinal documcjLllg;
Vlce Presldent, Power Supply
Idaho Power Conrpany
POBox?0
Boite,Idaho 83707
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxTO
Boise. Idaho 83707
A-RTICLE XXD(: ADDITIONALAERM$ AND CoNDtTIoNS
29.1 This Agreement includes the following appendices. which ars attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
ARTICLE XXX: SEJERABILITY
30. t The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of uny other terms or provisions and this Agreement shall be con$trued
in all other respcct$ as if the invalid or unenforceable term or provision were omitted.
ARUCLF xxxl: Cot NTERPARffi
3 l. I This Agreement may be executed in two or mone counterpans, each of which shall be deemed an
original but sll of which together shall constitute one and the same instrument.
ARTICLE XXXII: EMIRE AGREEMENT
32.1 This Agreenrent constitutes the entirc Agre€ment of the Parties concerning the subject matter
hereofand supersedes all prior or contemporaneous oral or writtcn agreements between the
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CASE NO. tPC-E-1n22
D. NELSON, IDAHO WND PARTNERS, LLC
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Parties concerning thc aubject matter hereof.
IN WIINESS WHBREOF, The Parties hereto have caused this Agreernent to be exeouted
ln thelr ruspecdve llitltrs orl (lte datcr sst lutth txluw.
Idaho PowerCax[pau]Tuana Gulch Wind Park L.l.,e.
,/,Bv d^;k ev ,-{,* did.
N. Vorn Porter - Mgr Power Supply Operarions ,'/ lr "rCarkulis .fifq * n y.,- -.#r:,,,1',.,
Dated
feutrwv 18, los - --
, (, '*,.t,-- /f .r", 'Z oot [-
"Idaho Powef'
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CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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APPENDIX A
A.I MONTHLY POWER PRODUCTION AND SWITCHING RHPORI'
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 rcadings required on this report will be the reading on the ldnho Power Meter
Equipment rneasuring thc Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recordcd on the Meter Equipment andl/or any
other required energy measuremcnts to adequately administer this Agreement-
Project Name
Address
Clty
EXHIBIT 801
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 29
ldaho Power Company
Cogcneraiion and Small Power Production
MON'T'HLY POWER PROI-'UC'I'ION AND SWI'I'CHING RETUR'I'
Month Yrar
Project Numbcr:
Phone Number:
State Zllt
l'acillty
Output
Station
Usase.
Station
Usas,e
Mot+r Number:
End of Month kWh Meter Reading:
Beginnlng of Month kWh Meter:
Dlffcrenecr
Times Meter Conshntr
kWh for the Month:
Metered Demandl
Breaker Opcnlng Record
Drle Time Meler
*@
I Lack of Adequate Prime Mover
2 Forced Outagc of Facility3 Dieturbrnce of lPCo Sy*tcm
4 ScheduledMaintcnance
5 Testlng of Protection Systems
6 Couoo Unhrorvn
7 Other (Expluln)
Net Gencrrtion
I hereby certify that the above meter retdings arc
trte and corect s$ of Midnight on the last day of the
above month and thnt the switchinB record it sccurste
and complcte as required by thc tr'irm Energy Sales
Agreement to which I am a Party.
Signuturo Lluls
Bregker Cloring Rccord
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A-2 ROUTINEREPORTINC
ldah o PoweregUestlnf sruatian
@rting
Call daily by l0 4.m., LE0L356*3?$ or l-80G635-1093 and leave the following
inforrnation:
r Project Identification - Project Name and Project Nunrberr Curent Meter Readingo Estimated Generation for the current dayr Estimated Generation for the next day
Planned and [Jnolanned Proiect outase$
Coll I 8O0 345 l3l9 und lssvs iho following information:
. Projcct ldentification - Project Name and Project Numbero Approximate time outage occurredr Estimated day and time of project coming back online
Sg.Uer' s Contact ln formsti-on
24-I{our Projeet OperationalSa$ge!
Name:
Telephone Number:
CellPhone:
Project On:iilp"Contact inlbrmation
Tclcphone Number:
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EXHIBIT 801
oASE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO, 3I315065
TUANA GTJLCH VIIND PARK
DESCRIPTION OF FACILITY
Thc Facility will consist of 7 GE Wind turbines modcl 77 SLE with individtral generator ratings
of 1.5 MW for ench unit, for a total Fracility generetor rating of 10.-5 MW.
LOCATION OF FACILITY
Ncar; Ilagcrman, Idnho
Sections: 1.6,7-lel-E l-9_ Township: 75 Range: l2E County: "TwinJeU$ Iclahr:.
Sections: 19.3.0_ Township: 65 Range: l3E County: TwinFall$ Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DA'TE
Seller has selected DecctTber 31. 2005 as the estimated Scheduled First Energy Date.
Seller has selected Januqfy !5,-2.Q0!i as the estinated Scheduled Operation Date.
In rrmking these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement lnust be completed prior to the project
being granted an Operation Date. ldaho Power, ba.sed on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
MAXIMIIM CAPACITY AMOUNT: This valuc will bc lO.5 MW which is consistgrt with thc
value provided by the Seller to Idaho Power in the Generation lnterconnection process. This
value is the maximum energy (MW) thet poteniially could be delivened by the Seller's Facility to
the Idaho Power electricsl system at any momcnt in time.
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8.5 POINT OT' DEI,IVERY
"Point of Delivery" lneans, unless othcrwise agreed by both Partics, the pr'rint of wlrere the Sellers
Facility's energy is delivercd to the ldaho Power electncal system. l he ldaho Power (ieneration
Interconncction process will determine the specific Point of Dclivcry ltrr this Facility. Upon
cr:mpletion of the Generation Interconnection proces$ the Point of L)elivery identified try this
progeut will bceurrrc utr itttugral part ul tltis Agrccrrrcrrt.
LOSSES
ll thc Idaho Powor Mctering equipment is cap*blc of measuling the c.xact ('nergy rleliveries hy thr.
Scller to the Idaho Power clectrical system at the Puint of Delivery, no Losses will be calculated
fcrr this Facility, lf the ldaho Power Metering is unable to measure the exact encrgy deliveries by
the Seller to the Idaho Powcr clectricul systen'l at the Point of Delivery, a Losses calculation will
be established to nreasure the cncrgy losses {kWh) between the Seller's Facility and the Idaho
Power Poinl of Delivery. This loss calcul$tion will be initially scl at 2%t of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical cquiprtrcnt specifications (transformcr lous
specifications, conductor slzes, etc) of all of the electrlcal equipment between thc F'ucility and the
Idaho Power electrical sy$tem, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and u.sed to calculate the kWh Losses for the remaining ternr of the
Agrccnrcnt. If at anytime eluring the lorm of this Agreement, Idsho Porver determines that the
loss calculation does not correctly reflect the uctual kWh losses attributed to the electrical
equipmsnt between the Facility and the Idaho Power clcctrical system, Idaho Power may adjust
fhe calcrrlntion and retroact.ively adjust the previous month$ kWh loss calculations.
METERING AND TELEMETRY
The ldaho Power Generation lnterconnection process will determine thc specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipmcnt and Telemetry
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equipment lnust be able to provide and record hourly energy clcliveries to the Point of Delivery
and any other energy nreasurernents required to aclministcr this Agreement, These specifications
wrll rnclude but 0ot be limited to equipmsnt specifications, equipment location, Id$ho Power
provided equipmenl. Scllcr prcvided equipnrcnt, and all costs associated with the equipment,
design and installation of the ldaho Power provided equiprnent. The entire Ceneration
Irrtcrr.unrrcr.litrr pruccss, includintri but not lirnitcd to thc cc;triprncnt rpccifications and
requirunents will becornc an integral part of'this Agrccrrrent. Seller will arrange for and make
availalrle at Seller's corit corlrmunication circuit(s) compatiblc to Idaho Power's cornmnnications
equipment and dedicatecl to ldnho Pnwcr's use terminaiing at the lrlnhrr Power fncilitier capnhle of
providing Idaho Power with eontinuou$ instantaneous information on the Facilities energy
production. Iduho Power providcd cqtripnrent will be owncd and mainlained by Idaho Power,
with total cost of purchase, installation, operation, and nraintenance, inclnding administrative cost
to bc reimbursed to ldaho Power by the Seller. Paynrent of these costs will be in acconlance with
Schcclule. 72 and the trrlal rnetering cost will tre included in the calculfltion of the Monthly
Oper*lion and Maintenancc Charges specified in Scheclule 72.
SPECIAL FACILITTES
The ldaho Power Generfltion Interc(lnncction proce.ss will determine the Special F'acility
rcquirements lbr thi* Facility. These specificalion$ will Include but nnt be limiteel to equipment
specificotione, equiprtent location, Idaho Power provided equiprnent, Seller provided equipmr,'nt,
md all costs associa(ed with the equiptnent, design and installation of the ldaho Power provided
equipnrent. The entire Generation Interconnection process, including but not limitcd to the
equipment specifications and requirements will become an integral part of this Agreement, Idaho
Power owned equipmcnt will be n:aintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power hy the Seller. Payment of these costs will be in aecordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 34
Maintenance Charges spscifisd in Schedule 72.
REACTIVE POWER
'['he ldaho Power Generation lnterconne{tion process will deternrine the roactive power required
to be supplied by Idaho Power to the Scller, [:ased upon information provided by the Seller. The
Oeneration lnterconncction process will specify the equlpmertt requlred on the Iclaho Power
syste tn to meet the Facility's reactive power requirements. 'l'hese specifications will include but
not bc lirnited to equipment spccifications, equipnrent location, Idaho Power provided equipment,
Sellcr providccl cquiprrrcnt, rrn<l rrll costs osrociatcd with thc cquipmcnt, tlerign und inatallation of
the ldaho Power provided equipnrent. 'l'he entire Generation Interconnection process, including
but not limited to the equipment spcciFications and requirements will be.come an integral part of
this Agreement. Idaho Power owned equipment will be maintained by ldaho Power, witlr total
cost of purchase, installation, operation, and mainlenance, including administrative cost to be
reimbursed ts ldaho Power by the Seller. Payment of these costs will be in accordance with
Schodule 72and the total roaetive powercost will be included in thecalculation of theMonthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMEN'I
Disconneciion lk;uiprnent is required to insure that the Seller's Facility will be disconnected fronr
Idaho Power's sy$tem in the event of (l) the Sellers delivcry of cnergy exceecls the Meximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or eurtailment of cnergy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Ii.rcility, Th* Idaho Powcr Ocncrntion Intcreonncction proccss will dctcrminc thc Disconnc.ction
Equipment specifications and requirenrents l'or this l.'acility, this equiprnent is for protection of
the Idaho Power systern and equipment only. These specifications will include but not be limited
to equipment specifications, cquipment locotion, Iderho Power provided e4uipment, Seller
B-9
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EXHIBIT 801
D. NELS.N, r DAH. \ilN:E JAoc+t"? -? i-f3
2n12014 Page 35
provided equipment, and all costs associated with the equipment. dcsign and installation of the
ldaho Power provided equipmenl. Seller will install all Sellcr provieleel cquipment, contnrl wire
end conduit necessary for the opcration of thc Dlsconncction Equipnrcnt. Through the
Generation Intcrconnection plocess, Idaho Power will supply details for the disconncction pancl
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
thcir intcrconncction wiring lbr cnginccrin6 opproval prior to installation. Thc cntirc Ccncration
lnterconnection process, including but npt limited to thc cquiprrrcnt specil'icationr and
requirements will hecotne an integral part of this Apeenrcnt. Idahn Power ownecl equipment will
he rnainl:rinnrl hy lrlahrr Power, with total cost nf prrn:hase, install;rtion. operatir.rn, and
rnaintenance, including aclministrative cost to be reimbursed to Idaho Power by the Seller.
Paymcnt of these costs will bc in accordance with Schedule 72 and the. total f)isconnection
Hquiprnent cost will be included in thc calculation of the Monthly Opemtion and Maintenance
Charges specified in Schedule 72,
B-IO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify allcost for
thrs hhcrlrty to rnterconnect to the ldaho Power system, rncludrng but not hmted to the cost ot
Metering equipment, Telemetry equipnrcnt, Special Facilities, Reactive Power, Disconnection
equiprnent, Protection equipment and lnterconnection Equiprnent. As specified in the Generation
Inicrcorrncction proccss and in acsordance with Schedule 72 and this Agrccmcnt thc Scllcr will
reimburse Idaho Power for all costs associated with this equiprnent. In addition to the eguipment,
installation and conslruction charges as specified above, during the term of this Agreement, Seller
will pny ldi1fi6 p1'rwer the mrrnthly nperelicrn and nrRintenance charge specified in Schedule 72 or
its succsssor schedules(s). The monthly operations and maintenanee charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operationu and maintenancc charge will be based upon the initial cost paid
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zr8l?005
EXHIBIT 801
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 36
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs. in
accordance with Schedule 72 the monthly operations and mainlenance charge will be adjusted to
reflect the actual cost iRcurred by ldaho Power and previously charged monthly operation and
maintenance expense will be revised to rcflect the actual co$t incured by ldaho Power. ldaho
Power will refund or Seller will remit any underpaynent of the adjusted monthly operations and
nraintcnanco chargc within sixry (60) days of the dstcrrnination of this amount.
B-II SALVAGE
No lster than sixty (60) days after the terminaticrn or expiratinn of thi* Agreement, Idaho Power
will prepare and forward to Seller an estim&te of the remaining value of those ldaho Power
furnished Intcrconnection Facilities as reguircd under Schedule 72, the Generation
Intcrconnection Process Bnd/or described in thiu Agreement, less the cost of removal and transfer
to Idaho Powerk neare$t wsrehouse, if the lnterconnection Facilities rvill be rernoved. If Seller
elects not to obtdn ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice ldaho Power for the net
salvage value as estirnated by ldaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) tlays ufter rcccipt uf tlrc ilrvuice. Scllcr shull ltave rhe riglrt tu ufl\et thc invuicc
flmounl egainst eny prcsent or future payments due Idaho Power,
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EXHIBIT 8O,I
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 37
APPE-NDIX-C
ENCINEERS CERTI}ICA'I'ION
ut
OPERATIONS & MAINTENANCE POLICY
The undersigncd oR hehalf 0f hirnself and
hereinafter collectively rcfencd to as "Engineer,"
hereby states and ceriifies to the Seller as follows:
l. That Engineer is a Licensed Prot'essional Engineer in good standing in the State of ldahu.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreemcnt." bctweefi
Idaho Powcr es Buyer, and as Seller, daterl
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.
the "Project."
and is hcreinafter referred to as
4- That the Project, which is cornmonly known a$ thc
Project, ls located in Section 'Iownship
Range
-,
Boise Meridian,County, Idaho.
5. That Engineer recognizcs that the Agreement provides for the Project to furnish electrical energy
to ldrrho Power for u twonty (?0) year period.
6. That Engineer has substantial experience in the design, con$truction and operation of electric
power plants of the same type a$ this Project.
7 That F,nginee.r h:rs no economic relationship to the Design Engineer of this Project,
8. That Engineer has rcviewed and/or supervised the review of the Policy for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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EXHIBIT 801
D. NELS.N, r DAH. \ifNT JA?,it-E-'.l'..1
2nnU4 Page 38
Project's prnducing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9, That Engineer recognizes thal ldoho Power, in accordance with paragraph 5.2 of rhe Agreenrenr,
is relying on Engineer',s rcpresentations and opinions contained in this Statement.
lO. That Engineer certifies that the above statement$ are complete, true and &ccurate to the best of his
knowlcdgo and thcrcforc scts his hand and soal bclow.
(P.8. Stamp)
Date
By
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EXHIBIT 80,I
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDY4 Page 39
APPENDIX C
EN GINEEII'S CERTIFICATION
OF
ONGOINC O}'IIRATIONS AND MAINTENANCE
Thc undclsigrrcd on bchalf of hirrrsclf alrd
hereinafaer collectively refemed to as "Engin€er," hereby
states ilnd certifies to the Seller as tbllows:
l. That Engineer is o Licensed Prr:f'essir-rnal Enginotrr in gr:rorl stnnding in the ,Stnte nf lrlnho.
2. That Engineer has rcviewed the Energy Sales Agreerrent, hereinafter "Agrcement," betwecn
Idaho Power as Buyer. and
-
as Seller, dated
3. That the cogeneration or smsll power prcduction pro,ject which is the subject ol'the Agreement
and this Statcment is identified as lrco Fucility No.and hereinatler ref'erred to as the
"Project".
4. That
the
the Projeci, which l$commonly known
Projecr, ls located al
5. That Engineer recognizcs that the Agreement provides for the Project to furnish electrical energy
to ldaho Power for a twenty (20) ycar period.
6, That Engineer has subctantial experience in the design, construction and operation of electric
power plants of the sarne type as this Project.
7 - That Engineer has no economic relationship to the Design Engineor of this Project.
8. That Engineer has made a physical inspection of said Project. its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Projcct's appearance, that its ongoing O&M has been substantially in accordance with saiel O&M Policy;
that it is in reasonably good operating condition: and that if adhcrence to said O&M Policy continues, the
Projeet will continue producing at or ncat its design electrical output, efficiency and plant factor for the
- 38-
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EXHIBIT 801
D. NELS.N, roAHo \if;NlE JA?i'^,E-..l
t rt
2n12014 Page 40
remaining
-".-*
yeurs of the Agreement'
L That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreernent,
is relying on Hngrneer's reprcsenlations and opinions contained in this Statement.
10. That Bnginecr certifies that the above statements are complete, true and ilccurate lo ths be$t of his
knowledge and therefore set$ his hand and seal below.
(P.E, Stamp)
Date
By
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2/ru2005
EXHIBIT 801
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 41
APPENDIX C
ENCINEER S CERTIFICATION
ut
DI]SIGN & CONSTRUCTION ADEQUACY
The undcrsigncd on behalf of himsclf and
hcrcinaftcr collcctivcly referred to as "Enginccr",
hereby states and certifies to Idaho Power as fbllows:
I , That Engineer is a Licensed Professional Engineer in gotxl standing in the State of ldaho.
2. That Hngincer has reviewed the Firm Energy Sales Agreement, hereinafter "Agrcetnent",
hctween Idnho Power rN Buyer, and as Seller. dated
That the cogeneration or small3
Agreement and this Statement is identified as
referred lo as the "Pmject".
4. That the Project, which is cotnmonly known a.s the
Project, is located in Section %, Township
Range ----, Boise Meridian,County, Idaho,
5. That Engineer recogniaes that thc Agreement provides for the Project to furnish electrical
energy to Idaho Power for a
-
(-) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plsnt$ of the ssme tyPe as thir Project.
7. That Engineer has no econonic relationship to the Design Engineer of this Project and
has rnade the analysis ofthe plans and speciflrcations independently.
8. That Engineer has reviewed the engineering desigrt and conitruction of the Prolect,
including the civil work, electrical work, generating equipmcnt, prinre mover convcyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
power prcxluction project which is
lPCo Facility No
-
the subjcct of the
and is lrercinaltcr
- 40-
EXHIBIT 801
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 42
9. That the Project has been constructed in accordance with said plurs and specificalions, all
applicable codes and corrsirtent with Prudent Electrical Practiceu as that tenn is describeel in the
Agreennnt.
10.That the design and constrnction of the Project is such that with reasonable and prulent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
tct,trrsofthgAgl.octlrctrtaudwithPrudcrrtElcctricalPfaeticcsfora-(_)ycarpcrirrd.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraph5.Z of the
Agreement, iu interconnecting the Project with its system, is relying on Engineer's representations and
opinionr contained in thi* Statement.
12.That Engineer certifies that the above staternents are contplete, true and accurate to the
best of his knowtedge and therefore sets his hand and seal below.
(P.E, Stamp)
Date
Sy
- 4l-
ut8t2m5
EXHIBIT 802
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
EXHIBIT 802
D. NELS.N, rDAHo fifNT JAo,i+'-E-t;l
titr
2t7t2014 page 1
t.'t l{M t]N }r.trQy sA,l-lt.$ Ac;Rt ltiMnNT
IJIITWBEN
IDAHO POWER COMPANY
ANt)
COI.DIIN VALI.IIY WIND PAII.K LLC
TABLI] OFCONTIINI'S
Aulsls ]l1l"EI Dcf'initions
2 No Reliance on lclalto ltowr:r
3 Wrn'rantics
4 Conditions to Acccptrurcc of Energy
5 '[bnu and Opemtion l)stc
6 lrurclrflse and Sale ol'Net t,nergy
7 l)urchasc Price rlnd Method of Paynrut
I Bnvironrn$nt$l Attributcs
I l?acility and Intolconnccliorr
l0 Dissonucstiort lkltriprrrorrt
I I Metering anrt 'l'clcrnctry
tZ Recordr
13 Protcction
14 0lrcrations
15 lnderurification nnrl lnsurancc
16 Forcc Majourr
l'l Lnnd Rights
18 L.inbility;Dedicntion
19 Several Otrligntions
20 Vfaivcr
2l Chuice of [.aws and Venuc
22 Dirprtes nnd Defarrlt
23 Govcnrrnentrl Autlrorization
24 Conunissien C)rtler
25 Succcssors rmd Assigns
26 Mrxlificutlon
n 'Inxss
28 Noticss
29 Adtlitionsl'lcrms snclConditions
30 Severnbility
3l Countorpart;
32 F.ntite Ag,rcement Signuturr:s
Appcndix A
Appcndix B
Appenrlix ()
EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 2
FIRM ENERCY SALES AGRITBMENT
(10 aMW or L€ss)
GOLDEN VALLEY WIND PARK LLC
Project Number: 3 I 765 160
THIS AGREEMENT, entercd into on tni, 6') day of-Mey- 2fi)5 between
GOLDEN VALLEY WIND PARK, an Idaho limited liability company (Seller), and IDAI{O POWER
COMPANY, an Idaho corporation (ldaho Power), hereinafter somctimes refered to colloctively as
"Parties" or individually as "Party."
WITNESSETH:
WI'IEREAS, Seller will design, qonstruct, own, mainlain anrt operate an electric genetation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm clectric energy
produced by the Seller's Facility.
THERBFORE, In consideration of the munlal covenants and agreements hereinaftcr set forth, the
Pafiies agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Commission" - The Idaho Public Utilities Comrnission.
1,2 "Contracl Yeaf" - The period commencing each calendar year on the $ame calendar dale as the
Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch FaciliU" - Idaho Perwer's Systems Operations Group, or any subsequent
group designated by Idaho Power.
L4 "Disconnection Eguipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 'Eggi!i!y" - That electric generation facility described in Appendix B of this Agreement.
l-
1,6
EXHIBIT 802
D. N ELS.N, r DAH. \ifNs5 JA?r'"? -? t .t
2n12014 Page 3
"First Energy Date" - The day cotnmencing at 0001 hours, Mountain Time. following the day that
Seller has $atisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's systern at the Point of Delivery.
..Ge@''_IdahoPower,sgenerationinterconnectionapplication
and engineering review process developed to ensure a safc and reliablc generation
interconnection in compliance with all applicable rcgulatory requirements, Prudent Electrical
Practiccs and national safety standards.
"Inadvertent Enerqv" - Electric energy Seller does not intcnd to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1 .9 "Interconnection Facilities" - All equipment specified in Schedule '72 a*l the Gcncration
lnterconnection Process and any additional equipment specified in Appendix B.
l.l0 '.llnitial Capacity Determination" - The process by which Idaho Powor confirms that under
norrnal or avcragc design conditions the Facility will generate at no more than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No, 29632.
l.l I xk$SS" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy betwecn thc point where the Facility's energy is
metered and the point the Facility's energy is delivered to the ldaho Power electrical syst€m. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1 .12 "MCfketllE1gg-esq!" - Eighty-five percent (857o) of the weighted average of the daily on-pcak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C lndex) prices for non-firm
energy. If the Dow Jones Mid-Columbia Indor price is discontinucd by thc reporting agency, both
Parties will mutually agroe upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a comrnonly used indcx by the electrical industry.
l.l3 "Mgplidlrrgeh" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
1.8
-2-
5t4n005
EXHIBIT 802
D. N E LS.N, r DAH. \ifNs5 JA?+t-? -=r] if3
2nl2o14 Page 4
l.14 "Maximum-eeEsiu emount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of tltis Agreement.
L I 5 "Metering Equiprngnt" - All equipment specified in Schedule 72, lhe Ceneration Interconnection
Proce$s, this Agreement and any additional equipment spccificcl in Appendix B required to
m&a$ure, record and telemeter power flows between rhe Seller's electric generation plant and
Idaho Powers system.
1,16 "Nel Ene.fgy" - All of the electric energy produced by the F'acility, less Station Use, less Losses,
cxpressed in kilowatt hours (kWh). Seller commits to deliver all Net Bnergy to Idaho Power at
the Point of Dclivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
1.17 'apE1attsttl)glg" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Eqln!_qf,&liygry" * The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 ' pruOent nhC$igg!-P stic " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully.
safely, dependably, effi cicntly end cconomically.
l.2O ' Sqhe4uled Operatio " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date,
lzl 'schedule J2" - Idaho Power's Tariff No l0l, Schedule 72 or its $uccessor schedutes as
approved by the Commission.
1.22, "$6nsonr - The threc periods idcntified in paragraph 6.2,I of this Agreement.
|.23 "Special F?Si.lities" - Additions or alterations of transmission and/or distribution lines and
trangformers as described in Appendix B, Schedule 72 or the Ceneration Interconnection Proccss
requircd to safely interconnect the Seller's Facility to the Idaho Power system.
I.24 "$!g!igg"Use" - Electric energy that is used to opcrate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
-3-
EXHIBIT 802
D. N E LS.N, r DAH.'ifNLE JAoR,it^,E-?
t rt
2nl2o14 Page 5
1.25 "surplu* Energy" * ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical $ystem during the month which excecds I l07o of the monthly Net Encrgy
Amount for the corresponding month specified in paragraph 6.2. or (2) If the Net Enorgy
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month i$ less than 90% of the monthly Net Energy Amount for lhe coresponding month
specified in paragraph 6.2. thcn all Net Hnergy delivered by the Facility to the ldaho Power
electrical system for that given month or (3) All Nct Energy prcduced by the Seller's Facility and
delivered by the Facility to the ldaho Power electrical system prior to the Operation Date.
l.16 "Total Cost of the Fe$-ility" - 'Ihc total cost of structures, equipment and appurtenances.
ARTICLE II: NO RBLIANCE ON IDAHO POWER
$etter lndgpelrdgnl - Seller warrants aud represents to Idaho Power that in entcring
into this Agreement and the undertaking by Sellcr of the obligations sct forth herein, Seller has
investigated and determined that it is capable ofperfonning hereunder and has not relied upon
the advice, experience or expertise of ldaho Powcr in connection with thc tran$actions
contemplated by this Agreement.
Sellerlrdependent Experts - All professionals or expert$ including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by ldaho Power - Any review. acceptance or failurc to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, exprcssed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Qualifyinq Faeilityltrlus - Seller warranls that the Facility is a "Qualifying Facility," a$ that term
-4-
2.1
,)
3.:
3.2
4.t
EXHIBIT 802
D. NE LS.N, r DAH. \iiNLE JA?,i'"E5rl
t .?
21712014 Page 6
is used and dcfincd in I I CFR fi292.207 . After initial qualification, Seller will takc such steps as
may be required to maintain the Facility's Qualifying Facility status during the term of this
Agreement and Seller's failure to maintain Qualifying Facility status will be a Material Breach of
this Agrecment. ldaho Power rsserves the right to roview the Seller's Qualifying Facility status
and associated support and compliancc documents at anytime during the term of this Agrcement,
AB.TICLE IV: CONDITIONS To ACCEFI'ANCE Qf,JN.ERGY
Prior to the First Energy Date and as a condition ofIdaho Power's acceptance ofdeliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Iclaho Power that all licenscs, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limitcd to, evidence of compliance with Subpart B, l8 CF?-Z92.2O7.
4.1.2 Opinion ef Counsel - Submit to Idaho Power an Opinion Letter signed by an atlorney
admitted to practice and in good standing in thc State of Idaho providing an
opinion that Se ller's licenses, permits and approvals as set lbrth in paragraph 4. I . I
above are legally and validly issued, are held in tho name of the Seller and, based on
a reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion lctter. The Opinion Lctter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that ldaho Power is relying on said opinion" Idaho
Power's acceptancc of thc form will not be unreasonably withheld. The Opinion l.etter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the Annrican Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - Submit to ldaho Powcr such dsta as ldaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will includc
but not be limited to, equipment spccifications, prime mover data, rcsource
characteristics, normal andlor average operating dcsign conditions and Station Use data.
-5-
5.t
5.2
CASE NO iIS]?]:22
D. NELSoN, rDAHo wND r#;|ffi#.9
Upon receipt of this information, Idaho Power will review the provided data and if
neces$ary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 EngrnseCs-ge4dlsggp$ - Submit an executed Engineer's Ccrtification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintcnance
(O&M) Policy as desuibed in Commission Order No, 21690. These certificates will be
in the form specified in Appendix C but may be modified to the cxtent necessary to
recognize the differenl engineering disciplines providing the certificates.
4, L5 lnsuranqe - Submit writtcn proof to ldaho Power of all insrrrancc rcquired in Article XV.
4.1 ,6 Interconnection - Provide written proof to ldaho Power that all Schedule 72 and
Generation Interconnection Proccss requirements have been completed.
4.1 .7 Written Acceptance - Request and obtain written confirmation from Idtho Power that all
conditions to acceptancc of energy have heen fulfilled. Such written confirmation shall be
provided within a commercially rcasonable time following the Seller's rcqucst and will
not be unrea$onably withhcld by ldaho Power.
ARTICLE, V: TERM AND OPERATION DATE
Terrn - Subject to the provisions of paragraph 5.2 below, this Agrccment shall become effective
on the dare first written and shall continue in full force and effect for n period of twcnty (20)
Contract Years from the Operation Dale'
Opcration Date - The Operation Date may occur only after th€ Facility has achievcd all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acccptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
abls to providc energy in a consistent, rcliable and safe mannsr and has requested an
-6-
5.3
EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSoN, rDAHo wND r#l|trs;hr:
Operation Date in written form.
d) Scllcr has requested an Operation Date from ldaho Power in a written format.
e) Seller has received written confirmetion from ldaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
$ellor's failure to achieve the Operation Datc within ten (10) months of the Scheduled Operation
Date will be an event of default,
ARTICLE VI: -PUBEHASE AND SALE OF NET ENERGY
Delivery and Aeceptance of Net Energu - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to ldaho Power at. the Point of Delivery. At no time will the total arnount
ofNet Energy and/or Inadvertent Energy produced by the Facility and delivered try the Seller to
the Point of Delivery exceed the Maximum Capacity Arnount.
Net Enerqy AmpUnts - Seller intends to produce and deliver Net Energy in the following monthly
Srnounts:
6.2.1 hitial Year Monthly"Net Enersv Arnounts:
5.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
Junc
September
October
January
February
-7-
kwh
3,612.966
2.787,964
2,095.176
1,513,939
1,662,174
2387,942
3,351,561
I,939,197
2,397,420
2,734,798
1.496,471
2,659,639
Season 3
3t4n00,s
EXHIBIT 802
cAsE NO. IPC-E-13-22
D. NELSoN, rDAHo wND r#;|trs#.:
6.2.2 Ongoing Monthly Net Energy Amounts - Scller shall initially provide ldaho Power with
one year of monthly generation estimates (lnitial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and cvery three months thereafter provide Idaho
Powsr with an additional three months of forward gencration estimates. This information
will be provided to ldaho Power by written notice in accordancc with paragraph 28.1, no
later than 5;00 PM of the Sft day fcrlk:rwing the cncl of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a limely manner, ldaho
Power will use the most recent 3 months of the Inilial Year Monthly Net l'i,nergy
Amounts specified in paragraph 6,2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount *
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Scllcr may revise all of the previously
providcd lnitial Year Monthly Net Energy Amounts.
6.2,3,2 Beginning with thc end of the 3'd month after the Operation Date and at the end
of every third month thereafter: (l) the Seller may nol rcvise the immediate ncxt
three months of previously provided Net Energy Anrounts, (2) but by written
notice given to ldaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5s day fi:llowing the end of the previous month, the Seller may
rrvise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2,4 Idaho Power Adjustment of Net Energy A-mount - If ldaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14,3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Nct Energy
-8-
CASE NO iIS]?:I:2Z
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 10
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following;
Where;
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU - a.) If ldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 tlris valuc will be
equal to the percentage ofcurtailment as specificd by
Idaho Powcr multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Enorgy Dclivcries a.c
spccified in paragraph 14.3.1 this value will bc the sum of
the individual generation units size ratings as specitied in
Appendix B that are impacted by the circumstanceE
causing the Seller to eleclare a Suspen$ion ofEncrgy
Dcliverics.
TGU = Sum of all of the individual generator ratings of the gcncration
unils at this Facility a$ specified in Appendix B of this
agreement.
psH = Actual hours the Facility's Net Encrgy delivcries were either
reduced or suspendcd under paragraph 14.?.1 or 14.3.I
TH = Actual total hours in the current month
Rcsultine formula being:
ftSit::l-, -NEA (( ffilj x NEA )*(H ) )Amount
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calcularions for
only the specific month in which ldaho Power was cxcused from accepting the Seller's Nct
Energy or the Sellcr declared a Suspension of Encrgy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to delivcr Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of thc Initial Year Net
Energy Arnounts as specified in paragraph 6.2 shall constitute an event of default.
-9-
7.1
EXHIBIT 802
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2n12014 Page '1 'l
ARTICLE VII: PURCHASE PRIQE ANDMETHODQF PAYMENT
Npl.Energy Purchase Price - For all Net Energy, Idnho Power will pay the non-levelized energy
price in accordance with Cornmission Order 29646 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
201 0
201 1
2012
201 3
2014
2015
2016
2017
2018
201 I
2020
2021
2022
2023
20?4
2025
2026
Season I - (73.50%)
Mills/kWh
37.00
37.85
38.73
s9.62
40.53
41,46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
53"28
s4.51
55.76
57.05
58.37
59.72
Season2 -(l2O.A0%)
Mills/kWh
60.41
61.80
63.23
64.68
66.'17
67.6S
69.25
70.85
72.48
74.16
75.86
77.62
79.N
41.24
83.11
85.02
86,99
88.99
91.04
93.14
95.2S
97.50
.Season3 -(100,0096)
Miils/kWh
50.34
51.50
52.6S
53.S0
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
8't.25
7.2
't,3
gqrp[rS EJCfgy Prjge - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Irudyertenf Eusrgy-
'l .3.1 Inadvcrtent Energy is electric energy produced by the Facilily, expressed in kWh, which
the Seller delivers to ldaho Power at the Point of Delivery that oxcccds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
cxamplc January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of '7,44A,000 kWh in this example would be
10-
7.4
EXHIBIT 802
D. N ELS. N, r DAH. \ifNLE JAo*-l'^,E$r]
t .?
2n12014 Page'12
Inadvertetl Energy.)
'7.3.2 Although Seller intends to design and operate the Facility to generatc no more than l0
average MW and therefore does not intend to generate Inaclvertent Hnergy, ldaho Power
will accept Inadvertcnt [inergy that does not excecd the Maximum Capacity Amount but
will not purchase or pay for Inadvcrtent Energy
HgymtDr,el)atg - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documcntation of the rnonthly Net Energy and
Inadvertent Encrgy actually produced by the Seller's Facility and delivered to Idaho Power as
spccificd in Appendix A.
CoqlinuingJurisdiction of the Commisslon -This Agreement is a special contract and, as such,
the rates, terms and conditions contained in this Agrcemcnt will be construed in accordance with
Idaho Powef Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.2d 427 (1984); Idaho Power Company v. Idaho ltublic Utilities Commission, 107
Idaho I122, 695 P.2d I 261 (1985); Afton Energy. Inc, v. Idaho Power Company, I I I ldaho 925,
'129 ?.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and l8
cFR $292.303.308.
ARTICLE v rl: ENVIRONMEMTqL ATTBIBIJI'ES
Idaho Power waives any claim to ownership of Environmental Attributos. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Rencwable Certificates (TRCs) directly associatcd with the
production of energy from the Seller's Facility.
ARTICLE tX: IACILIIY AIyp I$TERCQI:I,NESTICIN
Design of Facilitv - Scller will design, constrrctt install, ownr operete and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
- I l-
7.5
8.t
9.1
9,2
EXHIBIT 802
D. NELS.N, rDAH. \ifNTJA?+t?il'if3
2n 12014 Page 1 3
temr of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
lnterconnection Facilities will be in accordurce 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 lnterconnection Process, including hut not linrited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance sxpenses.
A&T-leLB X: DISC0NNECTIoN EOUIPMENT
Exccpt as specifically provided for in this Agreement, the required f)isconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associatc<l with this equipmcnt as specified in Schedule 72
and the Ceneration lnterconnection Process, including but not limited to initial costs incurred by
Idaho Power for cquipmcnt costs, installation costs and ldaho Power ongoing monthly operations
and monthly maintenance expcnse$.
ARTTCLE XI: METBRING AND TELEMETRY
MeteringandTqlelEelrv -Idaho Power shall, for the account of Seller, provide. install, and
rnaintain Metering Equipment to be located at a mutually agreed upon location to rccord and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. Thc Metering Equipment will be at
the lscation and the type required to mcasurr, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measunement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be bome by Seller, including costs incuned hy ldaho Power for inspecting
and testing such cquipment at reasonable intervals at ldaho Power's actual cost of providing this
- t2-
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1t.l
EXHIBIT 802
D. N E LS.N, I DAH. \ifNT JA?-I'-E-1 i.?
2n120'14 Page't4
Metering Equipment and services. fio Metering Hquipment shall be at the location elescribed in
Appendix ts of this Agreement. All meters used to determine the billing hcreunder shall be
sealed and the seals shall be broken only by ldaho Power when the meters arc to be inspected,
tested or adjusted.
11.2 Meterlnspection -Idaho Power shall inspect instsllations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agleemcnt. If requestcd by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the rcasonable costs of such special inspection. Both Parties shall be
notified of the time whcn any inspection or test shall take place, and each Party may have
representatives present at the test or inspeclion. If a meter is found to be inaccurate or defective,
it shall be adjusted, ropairod or replaced. at ldaho Power's expense in order to provide accurate
metering, If a meter fails to register, or if the measrrement made by a meter during a test varics
by more than two percent (2 %) from the measurernent made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate metr$ufements were madc. If the aetual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a pcriod equal to one-half the tims frorn the datc
of the last prcvious test of the metcr to the date of the test which establishcd the inaceuracy of the
meter; or (2) six (6) months.
11.3 Telemstry - Idaho Power will install, operate and maintain at Seller's expeme metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadverlent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XII. RECORDS
Maiotenalcpsf3s-cS$ - Seller shall maintain at the Facility or such other locstion mutually
acceptable to the Perties adequate total generation, Net Energy, Station Use, Inadvertent Energy
_ 13_
l2.t
t3.I
EXHIBIT 802
D. N ELS.N, r DAH. \ifNsDE JA?it"#'..%
2n 12014 Page 1 5
and maximum generation (kW) records in a form and content recomrnendcd by Idaho Power.
12.2 Inspection - Either Party, after reasonable notice to the othcr Party, shall have the right, during
normal busincss hour$, to inspect and audit any or all generation, Nct finergy, Station Use,
Inadvertent Energy and rnaximum generation (kW) records penaining to the Seller's Facility.
ARUSLB XIIL PltqrnerroN
Seller shall construct, operate and maintain the Facility and Seller-furnished lntcrconnection
Facilitics in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of lhis Agreement, Prudent Electrical Practices, the National Elcctrical Codc, the National
Electrical Safety Code and any other applicable local, state and federal codcs. Seller
acknowledges rcceipt of the Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconnection Facililies is unsafe or may
otherwise adverscly affect Idaho Powerh equipmcnt, personnel or service to its custom€rs, Idaho
Power may physically intemrpt the flow of energy from the Facility as specified within Schedule
72, lhe Generation lnterconnection Process or take $uch other roasonahle $teps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occunence as provided in paragraph 14,9. Seller shall provide
and maintain adequate protective equipment sufficient to prevenl damage to the Facility and
Seller-furnished lnterconnection Facilities. [n some casest some of Sellerb protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost ofsuch annual testing,
ARIICLE XrV - OPBB^Tr9.N$
t4.l Cemmunications - Idaho Power and thc Seller shall maintain appropriale operating
communications through ldaho Power's Designated Dispatch Facility in accor<lance with
Appendix A of this Agreement.
14 .2 Energv Acceptance *
- t4-
EXHIBIT 802
D. N E LS.N, r DAH. fifNsS JA?lt^,? -? i.,6
2n12014 Page 16
l4.Z.l Idaho Power shall be excused from accepting and paying for Net Energy or accepting
lnadvertent Energy produced by the Facility and delivered by the Sellcr to the Point r:f
Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho Powcr
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, clectrical $y$tem operating condition$ on its sy:ttem or a$ othcrwi$e required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires uuch a curtailment, interruption or reduction of Net Energy
delivcries for a period that exceeds twenty (20) days, bcginning with the lwenty-fir$t day
of such intemrption, curtailmenx or redustion, Seller will be deemecl to be delivcring Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragrapb 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 lf, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise advercely affect Idaho Power's
equipment, personnel or service to its *ustomers, Idaho Power may physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from thc Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Brcach of this Agreement.
14.3 Seller Declared Suspension of Energv
14.3.1 If the Seller's Facility experiences a forced outege due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notiee as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Nct Energy to
- 15-
EXHIBIT 802
D. N E LSo N, r DAH. \ifNs5 JAoR,it-?-?
t
.'3
2nDU4Page 17
ldaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliverics"). The Seller's Declared
Surpension of Energy Dcliverics will begin at the $tart of the next full hour following the
Scller's tclephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declarcd Suspensi'on of 8n*rgy occuned, the Net
Energy Amount will be adjusted as specified in paragraph 6.2,4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Hnergy Dcliveries as provided in
paragraph 14.3.1, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide ldaho P. ower a written notice in
aceordance with Article XXVItr that will contain the beginning hour and duration r.rf ths
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Bnergy Dcliveries. Idaho Power will
review the docurnentation provided by the Seller to determine Idaho Power's acceptance
of the described foreed outage as qualifying for a Declared $uspcnsion of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power's acceptance of the Soller's
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Forcc Majeure or
by neglect, disrepair or lack of adequate preventative maintenance ofthe Seller's Facility,
14.5 Voltage levels - Seller, in accordance with Prudent Elcctrical Practices shall rninimize voltage
fluctuations and maintain voltage levcls acceptable to Idaho Power. Idaho Power may, in
accordance with Prudcnt Electrical Practiccs, upon one hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more than ten percent (107o) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
- 16-
EXHIBIT 802
D. N ELS.N, r DAH. ffNlE JA?-l'-h?',-.t
2n 12014 Page 'l 8
necessflry to accommodate lhe modified nominal operating voltage lcvcl.
14.6 Generalor Ramping'Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that gcneration is changcd at startup, during normal o;xration or fr:llowing
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
writtcn proposed maintenance schedule of significant Facility maintcnancc for that calcndar year
and Idaho Power and Seller shall mutually agree as to the acceptability ofthe proposed schedule.
The Parties determination as to the acceptability of the Sellcr's timctable lor scheduled
maintenar:ce will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Sellcr's prcferred schedule. Neither Pany shall unreasonably withhold
acceptanee of the proposed mainienance schedule.
14.8 Maintenance Coordination r The Selter and Idaho Power shall, to the extent practical, coordinate
thcir rcspcctivc line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailmpt[ - Idaho Power will make a rcasonable attempt to contact the Seller
prior to exercising its rights to curtail, intemrpt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstanceu, real tirnp operations of the
electrical system, and/or unplnnned events Idaho Power inay not be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power,
ARTICLE XV.: INI)hMNIFICATION AND INSURANCE
Indemnification - Each Paty shall agree to hold harmless and to indemnify the other Party, its
officers, agcnts, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximatoly caused by the indemnifying Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
- t7-
l5.l
EXHIBIT 802
D. N ELS.N, r DAH. ffNsDE JAoc-i'^,"#'..'3
2n l2O'14 Page 1 9
this Agrecment. The indemnifying Party shall, on the other Party's request. defend any suit
a$sefling a claim covcred by this indemnity. The indemnifying Farty shall pay all costs, including
reasonable attorney fees that may be incurred by thc other Party in enforcing this indemnity.
15.2 lnsu,rangs - During the term of this Agreennnt, Seller shall sccure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrcnce, cornbined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar ProPeilY.
15,2,2 The above insurance coverage shall be placed with an insurance company with an A.M.
tsest Company rating of A- or better snd shall include:
(a) An endorsenrent naming ldaho 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 ofliability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
rhereafter, Seller shall fumish ldaho Power a ceftificate of insurance, togethcr with the
endorssmcnts required therein, evidencing thc coverap as set forth above.
15.4 Seller to Notify ldaho Power of Loss of Coverase - If the insuranee coveragc required by
parapaph I5.2 shall lapse for any reason, Seller will imrncdiately notify Idaho Power in writing.
The notice will advise ldaho Power of the specific reason for the lapsc and the steps Seller is
taking to reinstate the coveragc. Failure to provide this notice and to expeditiously reinstate or
replace the covcrage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAIE'UBE
As used in this Agreement, "Force Majeure" or "sn event of Force Majeure" rtteans any cause
bcyond thc control of the Seller or of Idaho Power which, dcspitc the exercise of due diligence,
- 18-
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l7.I
EXHIBIT 802
D. NE LSo N, r DAH.'ifNsDE JA?-it-"# t
r'3
2n12014 Page 20
such Party is unable to prevent or ovcrcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabouge. or changes in law or regulation occurring after
the Operation Date, which, by the excrcise of rcasonable foresight such party could not
reasonably have been expccted to avoid and by the exercise of due diligence, it shall be unable to
overcome, If cithcr Party is rendered wholly or in part unable to perform its obligations under
this Agrcernent because of an event of Fbrce Majeurc, botlt Pffties shall be excused from
whatcver performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon a$ is reasonably possible aftcr thc
occurrcnco of the Force Majeure, give the other Party written notice dcscritring
the particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligationr of eithcr Party which arose before the occurrence causing the
suspension of performauce and which could and should have been fully
performed before sueh occurrencc shall be excused as a result of such
occuffence,
ARTICLE XVtr: LAND RIGHTS
Selleltq-Provide Access - Seller hereby grant$ to Idaho Powr for the term of this Agreemcnt all
necessauy rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment. Disconnection Equipment, Protection
Equipment and other Special Facilities neces$ary or useful to this Agreement, including adequate
ancl continuing access rights on property of$cllcr, $eller warrants that it has procured sufficient
easernents and rights-of-way from third parties so a$ to provide Idaho Power with the access
described above. All documcnts granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
- 19-
EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 21
17.2 Use of Public Rights-of-Way - The Parties agree that il necessary to avoid the advcrse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to ldaho Power's compliance with paragraph
17.4, Seller agrees thst should Seller seek and receivc from any local, state or federal
governmental body thc right lo erectr construct and maintain Seller-furnished Interconnection
Iiacilitics upon, along and over any and all public roads, streets and highways, then the use by
Seller of snch public right-of-way shall be subordinate to any future trse by Idaho Powcr of suqh
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and ldaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph I 7.2.
17 .3 Joint Use of Flaqiliticq - Subject to ldaho Powcr's compliancc with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller'$ Intercsnnection Facilities to accorffnodate ldaho Power's
usage or Idaho Power may construct its own distribution or transmissior facilities along, over and
above any public right-of^way acquired from Seller pursuant to paragraph 17.2, attaching Seller'.r
Interconnection Facilitics to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph l?.3.
l'1.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both linancially and electrically, as Setler existed prior to Idaho Powerh exercising its
rights under this Artiele XVtr. Therefore, the Parties sgree thst the exercise by ldaho Power of
any of the rights enumerated in paragraphs l7 .2 and 17.3 shall: (l) cornply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these cost$, the dispute will be submitted to the Commission for
rcsolution and the decision of the Commission will be binding on the Parties, and (3) shall
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EXHIBIT 802
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to ldaho Power exercising its rights under this Article XVII.
ARTICLE XVtrI: LIABILITY: DEDICATION
Nothing in this Agreement shall be constnred to create any duty to, any standard of care with
reference to, or any liability to any per$on not a Party to this Ageement. No undertaking by one
Party to thc othcr under any prcvision of this Agreement shall eonstitute thc dcdication of that
Pany's system or any portion thereof to thc other Party or to th6 public or affect the status of
Idaho Power as an independent public utility corporation or Scller as an indepcndent individual or
entity.
ARTICLE XD(I SEVERAL OB-LIGATIONS
19. I Except where specifically stated in this Agreement to be other.wise, the duties, obligations and
liabilities ofthe Parties are intended to be several and notjoint or collcctive, Nothing contained
in this Agreement shall ever be constnred to create an association, trust, partnership or joint
venture or impose a tru$t or partncr$hip ctuty, obligation or liability on or with regard to either
Party. Each Pany shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLEXX: WAIVER
20.1 Any waiver at any time by either Party gf its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection witb this Agreement shall not be
decmed a waiver with respect to any subsequent default or other matter.
ARTICLE XXI: CHOICE OF LAWS AND VENUE
2l.l This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
21.2 Venue for any litigation arising out of or related to this Agreernent will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada,
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ARTICI.II XXII: DISPUTES AND DEFAULT
22J Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be subrnittcd to thc
Commission for resolution.
22.2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terrns or conditions of this
Agrcement (an "event of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred, If the defaulting Parry shall fail to cure such default within the sixty
(60) days after scrvice of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a comtnercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such curc, then, thc nondcfaulting Party may, at its option, terminate this
Agreement and/or pursue irc legal or equitable remedies.
22.2.2 Mate rfl!" Btegches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Matcrial Breaches. Materiat Breaches musr
be curcd as expeditiously as possible following occurrence of the brcach.
223 Security for Performqnce - Prior to the Operation Date and thcroafter for the full term of this
Agreement, $eller will providc Idaho Powcr with the following:
22.3.1 [nsurance - Evidence of compliance with thc provisions of paragraph 15,2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidcnce that the required insurance coverage has been replaced or
reinstated;
22.3.2 &Agimgf'q Certific.atlq,Us - Every three (3) years after the Operation Date, Scller will
supply Idaho Power with a Cenification of Ongoing Opcrations and Maintenance (O
& M) from a Registered Professional Engineer licensed in the State of ldaho, which
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EXHIBIT 802
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Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a deftult
may only be cured by Seller providing the required certificate; and
n.33 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with sll permits and licenses described in paragraph 4.1.1 of this
Agrcement. In addition, Seller will supply Idaho Power with copies of any ncw or
additional permits or licenses. At least every fifth Conlracl Year, Seller will update the
docurnentation dencribed in Paragraph 4.1.1. tf al any time Sellcr fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to providc
the documcntation required by this paragraph, such failure will be en cvent of default
and may only be cured by Seller submitling to Idaho Power evidence of compliance
from the permitting agency.
ARTICI"Ti-XXII-I;*S9"YFB}LMENTAKAUTHOBIZATION
23,1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
M.l
ARTICLE XXIVI COMMISSION ORDER
This Agreement shall become finally effcctive upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all paynrents to be made to
Seller hereunder shall bc allowcd as prudently incurred exfrenscs for ratemaking purposes.
ARTICLE XXV: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignmeut
hereof by either Party shall become cffectivc without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withhelO. Notwilhstanding the t'oregoing,
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EXHIBIT 802
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any party which Idaho Power may consolidate, or into which it m&y merge, or to which it may
convey or transfer substantially all of its electric utility asscts, shall automaticatly, without further
acr, and without need ofconsent or approval by the Seller, succced to all ofldaho Power's rights,
obligations and intercsts under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from cxercising all rights and renrcdies available to it under law
or contrsct. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such right* or rernedies.
ABIICLS XXVI: MoDmlSAItQru
No modification to this Agreement shall be valid unless it is in writing and signed by both Panies
and subsequently approved by the Corrunission.
ARTICLE XXVILIAXES
27.l Each Party shall pay beforc delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the F:acility or the Interconnection Facilities.
ARTICLEXXVItr: NOTICES
28.1 AII written noticc$ uncler this egrecmcnt shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Golden Valley Wind Park, LLC
1424 Dodge Ave.
Helena, MT 59601
To Idaho Powcr:
OrieinaldacuuetUg
Vice Prssidcnt, Powcr Supply
ldaho Power Company
POBoxT0
Boise, Idaho 83707
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EXHIBIT 802
oASE NO. IPC-E]13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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Copy of document to:
Cogeneration and Small Power Production
ldaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICI.E XXIX; ADDITI-QNAL TERMS-.AND CONDITIONS
29.1 This Agreement includes the following appendices, which sre attachcd hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reportin g
Facility and Point of Delivery
Engineer's Certifications
30.t
ARTICLE XXX: SEVERABILITY
The invalidity or unenforceability of any term or provision of thi* Agreemcnt shall not affect the
validity or enforceability of any other terms or provisions and this Agrcement shall be construed
in all other respects as if the invalid or uncnforceable term or provision were omitted.
31.1
ARTICLE XXXI: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemeil an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXtr: .ENTIRE AGS.EEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the subjcct matter
hereof and supersedes all prior or contemporaoeous oral or written agreements between the
Parties concorning the subject matter hereof.
IN WITNBSS WHEREOF, The Parties hercto have caused this Agrecment to be executed
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in their respective nanre$ on the date$ set forth below:
Idaho Power Company
N. Vern Porter - Mgr Power Supply Opcrations
M*v 5 ,',?oo5
"Idaho Powet''
Golden Valley Wind Park LLC
Jsmes T, Crrkulis - Managing Member
Dated .. dr"r_Uaf,
EXHIBIT 802
CASE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 27
"Seller"
/f,,{w_/.rt
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EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 28
APPENDIX A
A.I MOMHLY POWER PRODUCTION AND SWMCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Powsr Company
Attn: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipnrent nrcasuring &e Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as rccorded on the Meter Equipment and/or any
other requircd cnergy mef,surementr to adequately administer this Agreement.
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Project Name
Addresr
City
EXHIBIT 802
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nt2l14 Page 29
Idaho Power Compony
Cogenrration {nd Small Power Production
MONTIILY POWER PRODUCTION AND SWITCHING REPORT
Month Ycrr
ProJect Number:
Phone Number:
State zlp
Facility
Output
Stotion
Ilrsge
Station
usFf,g
Metered
IVlerimum Grneration
hw
Net Gencrstion
Meter Number:
End of Month kWh Meter Reading;
treginning of Month kWh Meter:
Dillerence :
Times Metcr Constant:
kWh for the Month:
Metcrcd Demand:
Breaher Openlng Record
Date Tinm Meter
* Bresksr Opcnlng Besaon Cod*r
I Lack of Adequote Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 ScheduledMaintenance
5 Testing of Protectlon Systems
6 Csuse Unknown
7 Other (Exnlsln)
*Re*son
Brcskcr Closing Eecord
Date Tlme Meter
I hereby certify that the above meter readings are
true and correct a$ of Midnight on the lart day of the
above month snd that the switching record is aceurate
and complete as reqohed by the Firm Energy $oles
Agreement to which I am a Party.
Signalure Date
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EXHIBIT 802
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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ROUTINE REPORTINC
Idaho Power Contact lnformation
Daily Energry Production Reporting
Call daily by l0 a.m., l-80G356-4328 or L&635:1093 and leave the following
information:
. Project ldentifrcation - Project Name and Project Numberr Cunent Meter Reading. E$timated Goneration for the curTent dayo Estimated Generation for the next day
Planned and Unglanned Project outages
Crll l-80*1$5:1319 and leave the following information;
r Project Identification - Project Narnc and Project Number. Approximatc time outagp occunedr Estimated day and time of project coming back online
Seller's Contact Information
?&Hsuf PJp-ieslBpetatiotrd-Cont$!
Name:
Telephone Number:
Cell Phone:
Prcject On-site Contact information
Telephonc Number;
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EXHIBIT 802
CASE NO. 1PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 31
APPENDIX B
FACLTTY AND POINT OF DF:LIVH,RY
PROJF.CT NO.31765160
GOLI]EN VALLEY WIND PARK
DRSCRIPTION OF FACILTTY
The Facility will consist of 7 Wind turbines model GIr sle with individual generator ratings of 1.5
MW for each unit, for a total Facility generator rating of t0,5 MW.
LOCATION OF FACILITY
Near: Burley, Idaho
Sections: EVz.Ethof 24 Township: ll S Range: 2l E County: Cassig* Idaho.
SCHEDULBD FIRST ENERGY AND OPERATION DATE
Seller has selected April 31. 2006 as the estimated Scheduled First Energy Date.
Seller has selectcd .Iqqe l. 2006 as the estimated Schedulcd Operation Date.
In making these selections, Seller recognizes thai adequate testing of the Facility and complction
of all requirements in paragraph 5^2 of this Agrcement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will sshedule its con$tntction in accordance with Schedule 72 and the Ceneration Interconnection
Process.
MAXIMUM CAPACITY AMOUNT: This value will be I0.-5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Intereonnection process. This
value is the maxinrum energy (MW) that potcntially could bc delivered by the Seller's Facility to
the ldaho Pswer electrical system at any moment in tirne.
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POINT OF DELIVARY
"Point of Delivery" mcans, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electrical system. The ldaho Power Generation
Interconnection process will determine the specific Point of Dclivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy delivcries by the
Seller to the Idaho Power electrical $y'ttcm at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Powsr Metering is unable to measure the exact energy deliveries by
the Sellcr to the Idaho Power electrical system at thc Point of Delivery, a Losses calculation will
be established to measure the energy losses (kWh) between t}re Seller's Facilily and the Idaho
Power Point of Delivery, This loss calculation will bc initially set at 2?a of the kWh energy
production recorded ofl the Facility generation metering equipment. At such time as Seller
provides ldaho Powcr with the electrical equipment speeifications (transformer loss
specifications, conductor sizes, etc; r:f all of the elecrical equipment between the Facility and the
Idaho Power elcctrical $ystem, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and uscd to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING ANDTELEMETRY
The Idaho Power Generation llterconnection proces$ will determine the specific metering and
telemetry requireinents for this Facility. At the minimum the Metering Fquipment and Telemetry
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equipment must be ablc to provide and record hourly cnergy deliveries to the Point of Dclivery
and any other cncrgy measuremsnts rcquired to administer this Agreernent. These specifications
will include but not be limited to equipmert specifications, equiprnent location, Idaho Power
provided equipment, Seller provided cquiprnent, and all co$ts as$ociated with the cquipment,
design and installation of the Idaho Power provided equipment. Ths entire Generation
Interconnection process, including but not limited to the equipnrent specifieations and
requirernents will become an intcgral part of this Agreement. Seller will arrange for and make
avaitable at Seller's co$t communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to ldaho Power's use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous infornation on thc Facilities energy
production. ldaho Power provided cquipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation! operation, and maintenancc, including administrative cost
to be reimbursed to ldaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 12 and the total metering cost will be includctl in the calculation of the Monthly
Operation and Maintenancc Chargcs specified in Schedule 72.
SPECIAL FACILITIES
The ldaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
specifications, eguipment location, Idaho Power provided equipment, Seller provided cquipment,
and all costs associated with the equipment, design and installation of the Idaho Power provided
equipment. The entire Ceneration lnterconnection proces$, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipmcnt will be mainlainsd by Idaho Pgwer, with total co$t of purchase,
installation, operation, and maintenancc, including administrative cost to be reimbursed to Idaho
Power by the Scller. Payment of these costs will bs in accordance with Schedule 7? and the total
Special Facility co$t will be included in the calculation of the Monthly Operation and
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EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 34
Maintenancc ehargcs specificd in Schcdulc 72.
REACTIVE POWF.R
The ldaho Powcr Ceneration Interconncction process will determine the reactive power required
to be supplied by Idaho Power Io the Seller, based upon information provided by the Seller. Thc
Generation Interconneetioo proce$s will specify the equipment required on the ldaho Power
system to meet the Facility's reactive power rcquirements. These specifications will include but
not be limited lo equipment specifications, equipment location, Idaho Power provided equipment,
Seller provided cquipmcnt, antl all costs a$sociatcd with the equipment, clesign and installation of
the Idaho Power provided equipment. The entire Generation Interconnection process, including
but not limited to the equipment specifications and rcquircrnent$ will become an intcgral part of
this Agreement. Idaho Power owncd equipment will be maintained by Idaho Power, with total
cost of purcha$e, installatisn, operation, and maintenancc, including admini$trative cost to k
rcimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power sost will he included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconneption Equipment is required to inrure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (1) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intem.rption or curtailrnent of energy
deliveries to ldaho Powgr or (3) a clirturbancc on either ldaho Power's system or the Seller's
Facility. Thc Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipmcnt, Seller
B-9
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EXHIBIT 802
D N E LSo N, r DAHo \ilNs5 JA?-it^,? -'"] i.?
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, contrr:l wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconncction pancl
and will test the equipment prior to any opcrations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The cntire Generation
Interconnection process, including but not limited to lhe equipment specifications and
requirements will becomc an intcgral part of this Agrecment. Idaho Power owned equipment will
bc maintaincd hy Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including adminisrative co$t to be rcimbur$ed to ldaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be includcd in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-t0 cosTs
The ldaho Power Generation Interconnection proccus and this Agreement will identify all cost for
this l,'acility to intcrconnect to the Idaho Power system, including but not limited to the cost of
Metcring equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
cquipmcnt, Protcction cquipment and lnterconnection Equipment. As $pecified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement thc Seller will
reimburse ldaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schcdule 72 or
its successor schedules(s). The monthly operations and maintenance charge will bcgin on the
first day of the month following the date which Idaho Power has completed installarion of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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EXHIBIT 802
D. N E LS'N, r DAH. \ifNLE JA?,itrh?
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2n12014 Page 36
by the Seller in accordancc with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedul e 72 the monthly operations and rnaintenance charge will be adjusted to
reflect the actual cost incurrcd by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by ldaho Power. Idaho
Powcr will refund or Seller will remit any underpaymcnt of the adjustecl monthly operations and
maintensnce charge within sixty (60) days of the determination of this arnount.
B.II SALVAGE
No later than sixty (60) clays after the termination or expiration of this Agreement, Idaho Power
will prepare and forwanl to Setler an sstimato of the rcmaining value of those Idaho Power
furnished Interconncction Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in thir Agrcemcnt, lest the cost of removat and transfer
to Idaho Power's nearest warehou$e, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instcad wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoiee Idaho Power for the net
salvage value as estimated by Idaho Power and ldaho Power shall pay such amount to Seller
within thirty (30) days after receipt of thc invoice. Seller shall have the right to offset the invoice
amounl against sny present or future payments due Idaho Power.
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EXHIBIT 802
CASE NO. IPC-EJ!3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 37
APPENDIX C
ENCINEER S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigne<I on behalf of himself and
hcrcinafter collcctively referred to as "Engineer,"
hereby states and certifies to the Soller as follows;
L That Engineer is a Licensed Professional Engineer in good stending in the State of ldaho.
2,. That Hngineer has reviewed the Energy Sales Agreement, hereinaftcr "Agrsement," between
Idaho Power as Buyer, and Golden Valley Wind Park, LLC as Seller, dated
That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identificd as IFCo Facility No.and is hcreinafter referred to as
the "Projcct."
4. That the Project, which is commonly known as the Colden Vallcy Wiud Park Pmject, is locatecl
in Section EVz,EW pf"A, Township .l I S, Range 2l E, Boise Meridian, Cassia County, Idaho.
5. That Engineer rercognizes that the Agreement provides lor the Projcct to fumish electrical energy
to ldaho Power for a
-
(-) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7 . That Engineer ha.s no economic relationship to the Design Engineer of this Project.
8. That Bngineer has revicwcd and/or supervised the review ofthe Policy for Oporation and
Maintenance ('O&M.) for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adhcrence to said 0&M Policy will result in the
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EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 38
APPFNPIXE
ENCINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCB
The undcrsigned on behalf of himself and
hcreinafter collcctively referrcd to as "Engineer," hereby
states and certifies to.the Seller as follows:
l. Thm Engineer is a Licensed Professional Engineer in gor:cl standing in the State of Idaho.
2. That Engineer has revicwcd the Energy Sales Agreement, hereinafter "Agreement," between
ldaho Power as Buyer, and Golden Valley Wind Park, LLC as Seller, dated
That the cogencration or small power production project which is the subject of the Agreement
and this Staternent is identified as IPCo Facility No.and hereinafter referred to Bs the
"Project".
4. That the Project, which is commonly known as the Goldcn Valley Wind Park Project, is located
at 550 South ,700 West, Burley, Idaho
5. That Engineer recognizes that the Agrcement provides for the Project to furnish electrical ertergy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substurtial experience in the dcsign, con$truction and operation of elestric
power plants of the same type as this Project.
7. That Engineer har nei economic relationship to the Design Engineer of this Projeet.
8. That Engineer has made a physical inspection of said Project. its operations and maintenance
records since the last previous certified inspection, It i$ Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in acsordance wilh said O&M Policy;
that it is in rcasonably good operating condition; and that if adherence to said O&M Policy continue$, the
Itoject will continue producing &t or near its dcsign clcctrical output, efficiency and plant factor for the
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EXHIBIT 802
D NELS.N, rDAHo fiAi5 JAo;+'-E-1i fi6
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remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is dying on Engineer'$ repreaentatione and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and eccurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.8. Stamp)
Date
By
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il4nfi3
EXHIBIT 802
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 40
APPENDIX C
ENGINEERS CERTtrICATION
OF
DESIGN & CONSTRUCTION ADTQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to a$ "Bngincer",
hcreby states and certifies to ldaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the $tatc of ldaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power {L!i Buyer, and Golden Valley Wind Park, LLC a$ Seller, dated
3. That the cogeneration or small power production project which is the subject of the
L
,)
A$eemcnt and this Statement is identified as IPCo Facility No
referred to as the "hoject",
and is hereinafter
4. That the Project, which is commonly known as the Golden Valley Wind Park Project. is
located in Section ."8 th.EYt o124, Township I 1S, Range ZlE, Boise Meridian, Cassia County, Idaho.
5. Thar Engineer recognizes that the Agreement provides for the Project to furnish etcctrical
enerev to ldaho Power for a ( ) vear oeriod.
6, That Engincer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, geller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
- 40-
EXHIBIT 802
CASE NO. !PC-E-1322
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2o14 Page 41
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and constnrction of the t'roject is such that with reasonlble and prudent
operation and maintenance practices hy Seller, the Project is capable of performing in accordance with the
term$ of the Agreement and with Prudent Electrieal Practices for a
-
(-J year period.
11.That Engineer recognizes that Idaho Pow6r, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Pmject with its $ystcm, is relying on Engineer's reprc*entations and
opinions contained in this Statement.
12, That Engineer csrtifies that the above statements are complsle, true and accurate to the
bcst of his knowledge and therefore sus his hand and seal below.
(P.E. Stamp)
Date
By
EXHIBIT 802
D. NELS.N, rDAHo,ifNLE JA?+'-E5'] ff3
2ni2014 Page 42
Project's producing at or near the design electrical output, efficiency and plant factor for a
-
(_)
year period.
9, That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Ageerrenq
is rclying on Engineer's representations and opinions contained in this Statenpnt.
10. That Engineer certifies that the above statements ars complctc, true and accurate to the best of his
knowledge and therefore scts hi$ hand and seal below,
(P.E. Stamp)
Date
By
- 37-
5tu2ffi3
EXHIBIT 803
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
IitIIM HNHRGY SAI,IiS AORTT|MIJ,NI' ,
IIE1'WI]IiN j':.'.i , f
EXHIBIT 803
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 'l
l',,t''' t'
l.,1,)I
I
Arti€ls
I
,)
3
4
5
6
7
I
I
l()
lt
l2
l3
t4
1.5
l6
t1
t8
l9
20
2t
,1
z3
24
25
26
27
28
29
30
3l
32
t ,1,5
AND 't; l;-r t i, .:i'r.!,,,'!,rr-rc
MltNER DnM wrND pArtK r.Lc ' *"t?"''lss/0//
TA B I,E OF CON'I'I]N'I"S
UI!.E
Dofinitions
No ltcliancc on ldaho Power
Wan'qnlicr
Conditionr lo ncctlptunce ol' lJncrgy
Terur arrd Oprttiou I)trte
Purchasc arrl Snlc of Nct Encryy
Purchu$r, l)ric$ an(l Motltorl of l'ttyrtunl
EDvironmental Attriblrtes
I.rcility md Interronncction
l)isconnection Hquiprrcnt
Motoring rnd Tclunuuy
Recotds
Protcction
Operations
lndomnification aud Insurance
Forcc Majeurc
Lnud llights
Litbility; l)eclicntion
Scvsral Obligutions
Wnivcr
Choice of Luwti atttl Vcnue
Disputcs nnd Dofuult
(;0vcrnmcntfl I Aul horizatiort
Comnrirsion Ordcr
Strccesom rnd Asriigns
Modification
'I'axss
Noticer
Addidonal 'l'crnts and Conditions
Scvcrnbility
Countcrpnrls
Enliro Agrccmcnl Signntutes
Appendix A
Appendix ll
Appendix C
l0/1fl2m:r
EXHIBIT 803
CASE NO. tPC-EJt3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2l7l2O'14 Page 2
FMM ENERGY SALES AGREEMHNT
(10 aMW or Less)
MILNER DAM WINDPARK LLC
Project Nurnber; 3 I 7201 90
THIS AGREEMENT, entered into on tnis / { uy ot 1ct 2005 between
MILNER DAM WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (ldaho Power), hereinat'ter sometimes referred to collectively as
"Pafiies" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, mdntain and opcrate an electric genefation
faeility; and
WHEREAS, Sellcr wishes to sell, and Idaho Power is willing to purcha$e, firm elcctric energy
produced by the Seller's Facility.
THEREFORE In consideration of the mutual covenant$ and agreements hercinafter set forth, the
Parties agre€ as follows:
ARTICLE I:DHFINITIONS
As used in this Agreement and the appendices attached hereto, the following tcrms
shall have the following meanings:
1.1 "Commission" - The Idaho Public Utilities Commission.
1.2 'foutraEfJru" - The period commencing each calendar year on the sarne calendar date as the
Operation Datc and ending 364 days thcreafter.
1.3 "Designated Dispatch ility" - Idaho Power's Systems Operatious Group, or any subsequent
group designated by Idaho Power.
I A "Disconnection BgujpErcnt" - All equipment specified in Schedule 72 and the Generation
lnterconnection Process and any additional cquipment specified in Appendix B.
1.5 *&&ilily" - That elestric generation facility described in Appendix B of this Agreement,
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D. N ELS. N, r DAH. \ifNsDE JA?,it-E;?
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1.6 "Eir$t llnergy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Sellcr begins delivering energy to
Idaho Power's syst€m at the Point of Delivcry.
1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engirreering review process developed to ensure a safe and reliable generation
inrcrconnection in compliance with all applicable regulatory rsquirement$, Prudent Electrical
Practices and national safety standards.
I.8 "Iggdygrtg0l-Eggtgyj'- Electric energy Seller does not intend to generato. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agrcement.
1.9 "Intggglrnection Facilillq " - All equipment specified in Schedule 72 and the Oeneration
Interconnection Process and any additional equipmcnt specified in Appendix B.
I.l0 Jnitial C4pacity Detenninatipnf'- The process by which Idaho Power confirms that under
normal or Bverage design conditions the Facility will generate at no morc than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29612.
L l I "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
merered and the point the Facility's enerBy is dclivered to the Idaho Power electrical system. The
toss calculation formula will be as specified in Appendix B of this Agreement.
l.l2 '-Mgrkg1.E4etgy_&E!" - Eighty-five porcent (85%) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia lndex (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dolv Joncs Mid-Columbia Index price is di*continued by the reporting agency, both
Parties will mutually agre€ upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agrsement$
and a commonly used index by the electrical industry.
1.13 "lleEetiglEpgg,b" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
-2-
lcyl0/2m5
EXHIBIT 803
D. NE LsoN, r DAH. \ifNsDE JAoc-i'^,"#
t .?
21712014 Page 4
Ll4 "Maximum Capacity Arrcud'- The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreemcnt.
l.l5 "M9!elipg-&g!!&nf, - AII equipment upecified in Schedule 72,the Generation Irterconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
rteasure, record and telemeter power flows bctween thc Seller's electric generation plant and
Idaho Powels system.
I .16 'trlet Energry" - All of the elce tric energy produced by the Facility, less Stntion Use, less Losses,
exprcssed in kilowatt hours ftWh). Seller commits to deliver all Net Bnergy to Idaho Powcr at
the Point of Delivery for the full term of the Agreenrent, Net Energy does not include Insdvertent
Energy.
1.17 "Q&emdeg-Da[e" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 havc been completed.
Ll8 "Ppin&ruefu9ly" - The location specified in Appendix B, where Idaho Power's snd the
Seller's electrical facilities sre interconnected.
l.19 "Prudent Electricat Practices" - Those practicesr methods and equipment thst arc commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.20 "Sphedu.le$LQBe;atigtEa&" * Tho date specified in Appendix B wlren Seller anticipates
achieving the Operation Datc.
l.2l "$qhed"Jl|S 7L - Idaho Power'.q Tariff No l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "$eason" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Spggigl Eggi!!$g* - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 '$lAtiS!_lUEq" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
l0ll0/2005
1.25
EXHIBIT 803
D. NELS.N, r DAH. ffiNsS JA?.,it-E?i;l
tri3
21712014 Page 5
"Surylus Bnergy" - (l) Net Energy produced by the Seller's Facilily and delivcrcd to the Idaho
Power clectrical system during the month which exceeds I l0% of the monthly Net Energy
Amount for thc corresponding month specified in paragraph 6.2. or (2) If the Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly Net Energy Amount for the conesponding month
specified in paragraph 6.2. then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month or (3) AII Net Energy produced by the Seller's Facility and
dclivered by the Facility to the ldaho Power electrical system prior to the Operation Date.
"Total Cost of the Faciliu" - The total cost of stflrcturcs, equipment and appurtenances,
ARTICI"E-II;- NO.E&tIsNeE. oN IDAHO PowER
Seller hd,gtrr$lrdent Investigation - Seller warrants and representr to ldaho Power that in entering
into this Agreement and the undertaking by Scller of thc obligations set forth hercin, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Fower in connection with the transactions
contemplated by this Agreement,
Seller Indcpendent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLEItr; WARRANTIES
No Warranty by Idaho Power - Any review, acceptancc or failurc to review Seller's design,
specifications, equipment or fscilities shall not be an endorsement or a confirmation by ldaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equiprnent or facilities, including, but not limircd to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
OuaJlfying Facility Statue - Seller warrantr that the Facility is a "Qualifying Facility," as that term
-4-
1.26
2.t
2,2
3.1
3.2
101012005
4,1
EXHIBIT 803
D. NELS.N, r DAH.,ifNLE JA?,ii,E-..]
t,-'3
2nl2O'14 Page 6
is uned and defined in 18 CFR 9292.207. After initial qualification, Scller will take such steps as
may be required to maintain the Facility's Qualifying Facility status during the tcrm of this
Agreement and Seller's failurc to maintain Qualifying Facility status will bc a Material Breach of
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the tern of this Agreement.
ARTIELE IV: CQNDITIONS TO ACCEPTANCE OF ENERGY
kior to the First Energy Date and as a condition of ldaho Powcf's acceptsnce of deliveries of
energy from the Seller, Seller shall:
4. I ,I Submit proof to Idaho Power that all liccnses, permits or approvals neces$ary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpan B, l8 CFR 292.207 .
4.1.2 Oninion of Counsel - Submit to Idaho Power an Opinion l,etter signed by an attorney
admitted to practicc and in good standing in the State of ldaho providing an
opinion that Seller's licenses, permit* and approvals as set forth in paragraph 4. L I
above are legally and validly issued, are held in the name of *re Seller and, based on
a reasonable independent review, counsol is of the opinion that Seller is in substantial
compliance with said prmits as of the date of the Opinion Letter. The Opinion lrttcr
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceplance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be inBrpreted in aecordance with the legal opinion accord
of the American Bar Association Srction of Business Law (1991).
4.1.3 lrritid Capacily Determination - Submit to ldaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime movcr data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
-5-
lut012005
5.1
{1
EXHIBIT 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 7
Upon receipt of this information, Idaho Powcr will review the provided data and if
nece$sary! request additional data to complete the Initial Capacity Dctermination within a
reasonable time.
4.1.4 Engineer'q Certifications - Submit an exccuted Enginecr's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the cxtcnt necessary to
recognize the different engineering disciplines providing the cetificates.
4.1.5 lnsurancg - Submit written proof to ldaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4,1.7 Written Acceptance - Request and obtain written confirmation from Idaho Powcr that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Tetm - Subjcct to the provisions of paragraph 5.2 below, this Agreement shall hecome effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achievcd the First Energy Date.
b) Commission approval of this Agroement in a form acceptable to Idaho Power has
been received.
c) Seller has demonshated to Idaho Power's satisfaction that the Facility is complete and
able to provide eners/ in a consistent, reliable and safe marner and has requested an
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5.3
EXHIBIT 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 8
Operation Date in written tbrm,
d) Seller has requested an Operation Date from Idaho Power in a written format,
e) Sellcr has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Schedulcd Opuation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of NeJ Engr8y - tsxcept when either Party's performance is excused as
provided hcrein, Idaho Power will purchase and Seller will sell all of the Net Hnergy to Idaho
Power at the Point of Delivery. All Inaelverront Energy produced by the Facitity will also be
delivcrcd by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivercd by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in thc following monthly
amount$:
6.2.1 Initial Year Monthly Net Energ:y Amounts:
6.1
6.2
Season I
Season 2
Month
Mareh
April
May
July
August
November
Decembcr
June
September
October
January
February
-7-
kwh
5,787,962
4,427,728
4,963,825
3,2r4,4t1
3,031,353
3,732,861
4,810,362
4,542,022
3,874,8U
4,945,819
3,863,663
4,585,851
Season 3
l0/10/2005
EXHIBIT 803
D. NELS.N, r DAHo rifNT JAoR-l'^,"r
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2nl2l14 Page I
6.2.2 Onroing Monthly Ncl lnergyJ\upsus - Seller shall initially pmvide ldaho Power with
one year of monthly gcnuation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months sf forward generation estimates. This information
will be provided to ldaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 56 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the lnitial Year Monthly Net Energy
Amounts specified in paragraph 6.2,1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net HnerF.v Amolnl-
6.2.3.1 No latcr than the Operation Date, by written notice givcn to Idaho Power in
accordance with paragraph 28.t, the Seller may revise all of the previously
provided Initial Ycar Monthly Net Energy Amounts.
6.2.3,2 Beginning with the end of the 3d month after the Operation Date and at the end
of every ihird month thercafter: (l) the Seller mav not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Powcr in accordance with paragraph 28.1, no latcr than
5:00 PM sf the 5s day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deenred to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net EnerBy Auount - If Idaho Power is excused from
accepting the Seller's Net Encrgy as specified in paragraph 14.2.1 or if the Seller declares
a Suspensiort of Enetgy Deliveries as specified in paragraph 14.3.1 and the Seller's
declare.d Suspension of Energy Deliveries is accepted by ldaho Power, the Nct Bnergy
-8-
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.ASE No il8lElL::;
D. NELSON, IDAHO WND PARTNERS, LLC
2n 12014 Page 1 0
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
I{EA =
SCU =
TGU =
RSH =
Ctrrrent Month's Net Energy Alnount (Paragraph 6.2)
a.) If Idrho Power is cxcu$ed from accepting the $ellcr's Nct
Energy au specified in paragraph 14,2,1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined bclow.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragrnph 14.3.1 this valuc will be the surn of
the iudividual generation units sir.e ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratiflgs of the generation
units at this Facility as specified in Appcndix B of this
aSreement.
Actual hours the Facility's Net Energy detivcries werc eithcr
reduced or suspended under paragraph 14.2.1 or 14.3.1
E Actual total hours in the current month
Resultins formula being:
Adiusted
NeiEnergy = NEA
Amount
xNBA)x(
This Adjusted Ner Energy Amount will bc urted in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excuscd from accepting the Seller's Net
Energy or the Seller declared a Suspension of Euergy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at leest ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default,
ffi))(( ffin
6.3
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EXHIBIT 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
2nn$4 Page 11
ARTICLE VII: PURCHASE PRICE AND -MB[HO.D OF PAYMENT
Net Energy Purchase Price - For all Net Energy, ldaho Power will pay the non-levelizr.d energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Year
2005
2006
?oo7
2008
2009
2010
201 1
2012
2013
2014
2015
2016
2017
2018
2019
2024
2021
2022
202S
2024
2425
2026
60.41
81.80
63.23
04.68
66.17
67.69
69.25
70,85
72.48
74.16
75.86
77.82
79.40
8',1.24
83.11
85.02
86.9S
88.99
91.04
93.14
95.29
c7.50
Season L - (73.50q1))
MiIertW"h
37.00
37.85
38.73
39.62
40.53
4't,46
42.42
49.39
44,39
45.42
46.47
47.54
48,63
49.76
50.9'l
52.O7
53.28
54.51
55.76
57.05
58.S7
59.72
Season 2 -(120.0A9o)
Mills/kWh
Season3.(100.007o)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
43.22
64.68
66.17
87.70
69,26
70.85
72.49
74.16
75.87
77.92
79.4'.1
81.25
7.2
7.3
Surplus Ener!ry Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchas€ Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energv -
7,3.1 Inadvertent Energy is electric energy produced by the Facility. expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceods 10,0m kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kwh.
Energy delivered in January in excess of 7,MQ,Offi kWh in this example would be
_ l0_
lur0/200J
7.4
EXHIBIT 803
D. N E LS o N, r DA H o \ifNXE JAoclt^,"#'.,-?
2ryPOM Page 12
Inadvertent Energy.)
7.3.2 Although Seller intends to design and opuatc the Facility to generate no morc than l0
overage MW and therefore does not intend to gcncrate Inadvertent Energy, ldaho Power
will accept lnadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payment Que DeF - Energy payments to the Seller wi[ be disbursed within 30 days of the date
which Idaho Power receives and accepts the documcntation of the monthly Net Energr and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such,
thc rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Comoany v. Idaho Public Utilities ., 107 Idaho
781, 693 P.zd 427 (1984); Idaho Power Company v. Idaho Pubjie Utilities Commission, 107
Idalro I 122, 695 P.?A I 261 ( I 985); Aftpn E!@, I I I Idaho 925.
729 P.Zd 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR *292.303-308.
ARTICLE VIII: BNV IRONMENTAL STTRIEIIrEE
Idaho Power waiveg any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited lo, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associatcd with the
production of onergy from the Seller's Facility.
ARfiCLE tr : FACILTTY ANP.I.ISERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain thc Facility
and any Seller-ownsd Interconnection Facilities so as to allow safe and reliable gcneration and
delivery of Net Energy and [nadvertent Energy to the Idaho Power Point of Delivery for the fult
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term of the Agreement.
lnterconnection Facilities - Except ar spccifically provided for in this Agreement, the rcquired
Interconnection Facilities will be in accordance with Schedule 72,the Gcncration Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this cquiprnent ss
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment corts, installation costs and ongoing monthly
Idaho Power operations and maintenance expen$e$.
ARTICLE X: DISCONNECTION EOUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, lhe Generation Interconnection Proces$ and Appendix B,
The $eller i* resportsible for all costs associated with this equiprnent as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to inilial costs incurred by
Idaho Power for equipment eo$t$, installation costs and ldaho Power ongoing monthly operations
and monthly maintenance cxpenses.
ARTICI.E XI METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Sellcr, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to ldaho Power in accordance with Schedulc 12, Gencration
lnterconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to rreasure, record and report the Facility's Net fi,nergy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide ldaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's encrgy production into the ldaho Powcr electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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Metering Equipment and scrvices. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determins the billing hereunder shall be
sealed and the seals shall be broken only by ldaho Powcr when the meters are to be inspected,
tested or adjusted.
11.2 Meterlnspcction -ldaho Power shall inspect installations annually and test metcrs on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreernent. If requested by Seller, ldaho Power shall make a special inspection or test of a
meter and Seller shall pay the rcasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take placc, and each Party rnay have
rcpre$entatives prcscnt at the tesl or inspcction. If a meter is found to be inaccurate or defcctivc,
it shall be adjusted, rcpaired or replaced, at Idaho Power't expen$e in ordcr to provide accurate
metering. If a meter fails to registet, or if the measurement made by a meEr during a test varies
by morc than two percent (2 %) from the measurement made by the suandud nxter used in the
test, adjustment (either upward or <lownward) to the peyments Seller hus received shall be made
to concct those payments affected by the inaccurate meter for the actual pctiod dudng which
inaccurate m€asurements wefe made. If the actual perid cannot be determined, corections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which cstablished the inaccurocy of the
meter; or (2) six (6) month$.
I1"3 Telemew - Idaho Power will install, operate and maintaia at Seller's cxpsn$e metering,
communications and telemetry equipment which will be capable of providing ldaho Power with
continuoua instantaneous telemetry of Seller's Net Energy and Inadvertent Hnergy produced and
delivered to the Idaho Power Point of Delivery to ldaho Powor'a Designated Dispatch Facility.
ABTTCLE XU - RECSRq$
lz.L MflirtenanceofRccords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Partie$ adequue total generation, Net Energy, Station Use, Inadvertent Energy
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and maximum generation (kW) records in a form and content recornmended by Idaho Power.
12.2 lnspectlon - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadverrent Energy and maximum generation (kW) records pertaining to tlre Seller's liacility.
ABTICLE XIII - PROTECTION
Seller shall conslruct, operate and maintain the l"acility and Seller-furnished Interconnection
Facilities in accordance with Scheelule 12, the Generation Interconnection Proces$, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Blectrical Safety Code and any other applicable local, state and federal cades. Seller
acknowledges receipt of the Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconneciion Facilities is unsafe or may
otherwise adversely affect Idaho Power's equipment, personnel or service to its cu$tomers, Idaho
Powcr may physically interrupt the flow of energy from thc Facility as specified within Schedulc
72, the Generation Intcrconnection Process or take such other reasonablc step$ as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such intemrption prior to its occurrcnce as provided in paragraph 14.9. Seller shall provide
and maintain adequate protectiye equipment sufficient to prevent damage to the Facility and
Seller-fumished hterconnection Facilitics. In some casesr some of Seller's protcctive relays will
provide baek-up protection for Idaho Power's facilities. In that evcnt, Idaho Power will test such
relays annually and Seller will pay the actual cost ofsuch annual testing.
ARTICLEXTV -OPEMTIONS
14.l Commu{riQations - tdaho Power and thc $eller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordancc with
Appendix A of this Agreement.
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14 .2 Energv Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or acccpting
Inadvertent Energy produced by the Facility and delivered by the Scller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure. or if Idaho Power
determines that cu(ailment, intemrption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of linc construction or maintenance re,quirements,
emergencies, elecrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeurc,
Idaho Power requires such a cuftailnrcnt, intemrption or rcduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such intemrption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy rt a r&te equivalent to the pro rata daily ayerage of the amounts speeificd for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interuption,
curtailrnent or reduction is terminated.
14.2.2 lf, in the reasonable opinion of Idaho Powcr, Seller's operation of the Facility or
lnterconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may physically intemrpt
the flow of energy from the Facility as specified within Schedule 72 or iake such other
rcasonable steps as Idaho Power deems appropriate.
14,2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energr
from the Facility to the Point of Delivery in an amount that excceds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of thir Agreement.
14,3 Seller Declared Susuen$jon of Energy hliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrcpair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
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provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
ldaho Power from the Facility or from individual generation unit(s) within the Fbcility
impacted by the forced outage for a pcriod of not less than 48 hours to correct the forced
outag) condition ("Declared Suspension of Energy Deliveries"). The Seller's Declarrd
Suspension of Energy Deliveries will bgin at thc start of the next full hour following the
Seller's telephone notificatiort as specified in paragraph 14.3,2 wrd will continue for the
time as spccified (not less than 48 hours) in the written notification provided by the
Scller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adju*ted as speified ir paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveriq as provided in
paragraph 14.3.1, thE Scllsr will notify the Designated Dispatch Facility by telephone.
The bcginning hour of the Declared Suspcnsion of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will. within Z hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXVltl that will contain the beginning hour and duration of the
Declared Suspension ofBnergy Deliveries and a description ofthe conditions that caused
the Seller to initiats a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determinc Idaho Power's acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power'$ acceplance of the Seller's
forced outage as an acceptable forced outage will be based upon the clear docunentation
provided by the Seller that the forced outage ia not due do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventativc m&intenance of the Seller's Facility.
Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Prastices, upon one hundred eighty (180) days' noticc to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
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Delivery, in which cme Seller shall modify, at ldaho Power's expense, Seller's equipment as
necessary to accommodate thc modified nominal operating voltagc level.
14.6 Generalor BeEpll}g - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at $tartup, during normal operation or following
reconnection to ldaho Power's electrical system, Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Schedule{![Eulauarrea - On or bcforc January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Faeility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of th€ proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideratior Prudent Elecuical PracticEs, Idaho Power $y$tcm
rcquirements and the Seller's preferred schedule. Ncithcr Pany shall unrcasonably withhold
acceptance of the proposed maintenance schedule,
14.8 Mai4tpnance Cmrdination - The Scller and Idaho Power shall, to the €xtent practical, coordinatc
their respective line and Facility maintcnancc schedules such that they occur simultaneously.
14.9 ConBqt Efior to Curtailment - Idaho Power will make a reasonable attempt to contact the $cller
prior to exorcising its rights to curtail, interrupt or rcduce deliveries from the Seller's Facility.
Seller understands that in tho case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events ldaho Pswer may ilot be able to provide notice to the
Seller prior to intemrption, curtailment, or reduction of electrical cnergy deliveries to ldaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
lnde$nification - Each Party shall agree to hold harnrless and to indemnify the other Pany, its
officers, agents, affiliates, subsidiaries, parent company and employees against all los*, damage,
expense and liability to third persons for injury to or deoth of person or injury to property,
proximately caused by the indemnifying Party's con$truction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agrtement. The indemnifying Party shall, on the other Party's request, defend any suit
a$$erting a claim covered by this indenrnity. The indemnifying Party shall pay all costs, including
reasonablc attorncy fccs that may be incurred by the otherParty in enforcing this indemnity.
15.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2. 1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with curent lnsurance lndustry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placcd with an insurancc compsny with an A.M,
Best Company reting of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and losr payee a$
applicable; and
(b) A provision stating that such policy shall rot be canceled or the limits of liability
reduced withorrt sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of lnsufal$ - As required in paragnph 4.1.5 herein and annually
thcreafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorserpnts required thcrcin, evidencing the coverage a$ set forth above.
15.4 Scller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required hy
paragraph 15.2 shall lapse for any rea$on, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific rca$on for the lapse and the steps Seller is
tnking to reinstate the coverage. Failure to provide this notice and to cxpeditiously rcinstate or
replace tho coverage will constitute a Material Breach of this Agreement.
ARTICLEXVI. FORCSMAJHURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means :rny cause
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beyond the control of the Seller or of ldaho Power which, despite the exercise of duc diligence,
such Party is unable to prevent or ov€rcome. Force Majeurc includes, but is not limited to, acts of
God, fire, flood, storm$i wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fircs, lightning, epidemics, $abotagc, or changes in law or regulation occuning aftcr
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expecBd to avoid and by the exercise ofdte diligenee, it $hall be unable to
overcome. If either Palty is rcndered wholly or in part unable to perform its obligations under
this Agreement because of an event of Forcc Majeure, both Parties shall be excused from
whatever performanee is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, os soon as is reasonably possible after the
ocourrence of the Force Majeure, give the other Parly writtcn notice describiug
the particulars of the occurrence.
(2) Tho suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrcnce causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a rcsult of such
occurTence.
ARTICLE XVII: LAND RIGHTS
SqJler to Providc Access - Seller hereby grant$ to Idaho Power for the term of this Agreement all
necessary rights-of-way and easenrcnts to install, operate, maintain, replace, and rcmove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Faciliiies nocessary or useful to this Agpeement, including adequate
and continuing sccess rights on property of$eller. Seller warrants that it has procured sufficient
easem€nts and rights-of-way from third panies $o as to provide ldaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Power's approval and in recordable form.
l,l.2@-ThePartie$agrcethatitisneccssarytoavoidtheadversc
environmental and operating impacu that would occur a$ a result of duplieate clectric lines bcing
constructed in close proximity, Therefore, subject to ldaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
govemmental body the right to ereot, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roadsr srcets and highways, thcn the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction ancl/or maintenance of electric distribution and transmission
facilities and Idsho Power may claim use of such public right-of-way for such purposes at Bny
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller forexercising its rights underthis paragraph 17.3.
17.3 Joint Use of Facilities - Subject to ldaho Powerb compliance with paragraph l7.4,Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's lnterconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
u$age or Idaho Power mey construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed faciliries. Except as required by paragraph
1?.4, Idaho Power shall not bc required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercisiug its
rights under this Article XVII. Thereforc, the Parties agree that the exercise by ldaho Power of
any of the rights enumerated in paragraphs 17,2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) cquitably share the cost$ of installing, owning
and operating join0y used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the disputc will be aubmitted to the Commisrion for
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resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Powerk system of equal capacity and durability
as existed prior to Idatro Power exercising its rights under this Article XVtr.
ARTICLB-.XVtrI: LI.ABILITY: DEDICATION
I E.I Nothing in this Agreement shall be construed to create any duty to, any standard of care with
rcfcrence to, or any liability to any per$on not a Pany to this Agrcement. No undertaking by one
Party to the other under any provision ofthis Agreement shall constitute the dedication ofthat
Party'$ sy$tcm or any portion thereof to the other Party or to the public or affect the status of
Idaho Power aa an independcnt public utility corporation or Seller as an independent individual or
entity,
ARTICL}, XIX: QBYFRAL OBLIGATIONS
tg.l Except wherc spccifically stated in this Agreement to be otherwise. the dutiss, obligations and
liabilities of the Parties are intended to be several and not joint or collective, Nothing contained
in this Agreement shall ever be construed to create an association, trust, partncrship or joint
venlure or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations undcr this
Agrccrnent.
ARTICLEXX: $IAIVER
20,1 Any waiver at any time by either Party of itt rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XXI;SHOISE OF LAWS AND VENIJE
21.1 This Agreement shall be construed and interpreted in accordance with the laws of the $tatc of
Idaho without reference to its ehoice of law provisions.
21.2 Venue for any litigation arising out of or relarcd to this A$eernent will lie in the District Coun of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXtr: DISPUTES ANPD.EEAULT
22J Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for rcsolution.
22.2 Notice of Default -
22.2.1 Defaults, If either Party fails to porform any of the terrns or conditions of this
223 Sccurity for Performance - Prior to the Operation Datc and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 I$suf-ancg - Evidencc of compliance with the provisions of paragraph 15.2. If Seller
22.2.2
Agreement (an "event of dcfault"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within thc sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstratcs to the other Party that the default can be cured within a commorcially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such curc, thcn, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
MqtedalBIeil:heti - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agrcement as Material Breaches. Material Breaches must
bc cured as expeditiously as possible following occurrence of the breach.
fails to comply, such failure will be a Matcrial Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstatedl
Enqineer's Ceniflications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (O
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& M) from a Rcgistered Professional Engineer licensed in the State of ldaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Sellcr providing the required certificate; and
Licenseiaoil Eermlts - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1,1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional pcrmits or licenses. At least every fifth Conuact Year, Seller will update the
documentation described in Paragraph 4.1.1, If at ony time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this parograph, such failure will be an event of dofault
and may onlv be cured by Seller submitting to ldaho Power evidence of compliance
from the permitting agency.
ARTICLE XXIU: GOVERNMENTAI-. AUTHORIZATION
This Agreement is subject to the jurisdiction of those govemmental agencies having coRtrol over
either Party of this Agreernent.
ARTICLE XXIV : COMM ISSION OBHI. HB
24.1 This Agreenrnt shall beconp finally effective upon the Comrnission's approval of all term$ and
provisions hercof without change or condition and declaration that all payments [o be mude to
Seller hereunder shall be allowed as prudently incuned expenses for ratemaking purposes,
ARTLQLF XXV: SUCCESSORS AND ASSIGNS
25.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the rcspecuve Eucsessors and assigns of tho Parties hereto, exccpt that no assignment
hereof by either Party shall becorne effective without the written consent of both Paties being
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first obtained. Such conscnt shall not be unrcasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it nuy lnerge, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights,
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXVL MODIFICATION
26.1 No modification to this Agrecment shall be valid unless it is in writing and signed by both Panies
and subsequently approved by the Commission.
ARTICLEXXVtr: TAXES
27.1 Each Party shall pay before delinquency all taxe$ and other governmental chargcs which, iffailed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
A RTIC"L- E, XX VItr:. NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in thc U, S. Mail, first-class postage prepaid, as follows:
To Seller:Milner Dam Wind Park, LLC
Attn: James T. Carkulis
515 N 27e Streer
P.O. Box 7218
Boise, Idaho 83702
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To Idaho Power:
Original docurnent to:
Vice President, Power Supply
Idaho Powcr Company
POBoxT0
Boise, Idaho 83707
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXD(: ADDITIONAL TERM$ AND CQNDITIONS
29J This Agrecment includes the following appendices, which are attached hereto and included by
referencel
Appendix A - Ceneralion Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Bugineer'sCertifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unonforceability of any term or provision of this Agreement $hall not affect the
validity or enforceability of any other terrns or provisions and this Agrcement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XX}fl : COI.JNTERPARTS
3l.l This Agreemcnt may be executed in two or more counterparts, each of which shall be deenrd an
original but all of which together shall constitute one and the same instrument.
ARTICI,E XXXtr: ENTIRE AGREEMENT
32.1 This Agrcment constitutes the entire Agreennnt of the Parties concerning the subject matter
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EXHIBIT 803
CASE NO. IPC-E-13-22
D, NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 27
hcreofand supersedes all prior or contemporaneous oral or written agreement$ between the
Partios conceming the subject matter hercof,
IN WIINESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
tdahq.&wErgsloos[v Milner Dam Wind Park L.L.C.
Dated r I DatrdrsItr [ ,of
"Idaho Powef'
to/tt /,tc'
"Seller"
C. Miller, Sr. Vicc Preeident, Power Supply
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EXHIBTTSO3
CASE NO. 1PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 28
APPENDD(A
A_I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required docurnentation will be submitted to:
ldaho Power Company
Attn: Cogenerstioo and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be thc rending on the ldaho Power Meter
Equipment measuring the Facility's total energy pmduction, Station Usage, lnadvertent Energy delivered
to ldaho Power and the maximum generated energy (kW) as rceorded on the Meter Equipment and/or any
other required energy nreasurement$ to adequately administer this Agreerrent.
Project Name
Address
Clty
EXHIB|T 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n2OU Page 29
Idaho Powor Compnny
Cogeneration and Small Powcr Production
MONTHLY POWERPRODUCTION AND SWITCHING REPORT
Month Year
ProJed Number:
Phone Number:
Stete Tip
Facility
Outout
Station
Usase
Staton
Usaee Mrxhrum Gcneration
kw
Net Grnerstion
McterNumben
End of Month kl,Yh Meter Readlng:
Beginning of Month k\ilh Meler:
Difforenca:
fimeg Metcr Constant:
kWh for the Month:
Mcttrtd Demsnd;
Breakcr Opcning Record
Df,te Tfunc Meter
r Breaker Ooenlne Rcason Codes
I l-ack ol Adequete Prime Mover
2 Forctd Outage of X'ecility
3 Diaturbence of IPtCo Syetem
4 $cheduledMaintenance5 Teating of Protrction Systers
6 CauseUnknown7 Other (Explatn)
*Reaeon
Breaker Clodng Record
Ilate fime Meter
I hereby certify that fhe above meler readlngs arc
true and corrcct as of Midnighi on the last day of the
above month and that the swltchlng record is eccurito
and complete as requlrrd by the Flrm Energy Selor
Agrecment to which I am a Party.
Slgnature Drte
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A-2 ROUTINE REPORTING
Idaho Power Contact Informqllol
Daily EnergI Froduction Repssing
Call daily by l0 a.m., 1-800-35il328 or l-800-635:1093 and leave the following
information:
r Projoct ldcntification - Project Name md Projecl Numberr Current Meter Readingo Estimatod Generation for tlrc current day
o Estimatcd Generation for the next day
Plsnned and Unplanned Proie€t outages
Call !-8@345-1319 and leave the following information:
o Project ldentification - Project Name and Project Numberr Approximate tirns outage occurredo Estimated day and time of project coming back online
Sellerl s Contact-Iofamatien
24-Hgqr Project Olrerational Contact
Name:
Telephone Number:
Cell Phono:
Project On-site Contact infonnation
Tclcphone Number:
EXHtBtr.803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nEU4 Page 30
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EXHIBIT 803
CASE NO. tPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 31
A.PPENDD( B
FACILTTY AND POINT OF DELIVERY
PROJECT NO, 3I72OI9O
MILNER DAM WIND PARK
DESCRIPTION OF TACILITY
The Facility will eonsist of 12 Wind turbines: model 77 CE SLE with individual generator ratings
of 1.5 MW for each unit, for a total facility Benerator rating of 18.0 MW.
LOCATION OF FACILTTY
Ncar:
Sections; 25.26.35 Township:-*Jll0$- Range:-- B20E Counry; Cassia Idaho.
SCHEDI.]LED FIRST ENERGY A}.ID OPERATION DATB
Seller has selected - November 1. 2006 as the estimated Scheduled First Energy Date.
Seller has selected May l. 2007 as the estimated $chcduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completcd prior to the project
being granted an Operation Datc. Idaho Power, based on the infornration supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and thc Generation lnterconrrection
Process.
MAXMLJM CAPACITY AMOUNT: This value will be 19.2 MW which is consistent with the
value provided by the Seller to ldaho Power in the Gcncration Interconnection process. This
value is the maximurn cnergy (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system at any moment iu time.
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EXHIBIT 803
D. N ELS.N, rDAHo,ifNsDE JA?,it-"=-? ir?
2nnV4 Page 32
POINT OF DELIVERY
'?oint of Delivery" m€f,ns, unless otherwise agrced by both Parties, the point of where the Sellers
Facility's energy is delivered to the ldaho Power electrical $ystcm. The Idaho Power Generation
Interconnection process will determine the rpecific Point of Delivery for this Facility, Upon
completion of the Genaration Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Powcr Metering equipment is capable of measuring the exact encrgy deliveries by the
Seller io the Idaho Power elcctrical $y$tem at the Point of Delivery, no l-osses will bc calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electricat systcm at the Point of Delivery, a Losses calculation will
be establishcd to measure the energy losses (kWh) between the Seller's Facility and the Idaho
Powcr Point of Delivery. This losr calculation will be initially set * zqo of the kWh ensrgy
production rccordsd on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment spifications (transfornrcr loss
spcifications, conductor sizcs, etc) of all of the electrical equiilment between the Facility and thc
ldaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining tsrm of the
Agrccment. If at anytime during the term of this Agreement, ldaho Powcr determines that the
loss calculation does not correctly rcflert the actual kWh losses attributed to the electrical
equipment between the Facility and the ldaho Power electrical Eystem, Idaho Power may adjust
the calculation and reroactively adjust the previous month$ kWh loss calculuions.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telenretry rcquirements for this Facilily. At the minimum the Metering Equipment and Telemetry
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EXHIBIT 803
D. NELS.N, r DAH. \ifNs5 JAoR,it-E-? i.?
2nl2l14 Page 33
equipment must be able to provide and record hourly cncrgy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will include but not bc limited to equipment specifications, equipment location, Idaho Power
provided equipment, Seller provided equipment, and all costs associated with the equipurent,
design and installation qf the ldaho Power provided equipment. The entire Generation
Interconnection process, including but not limited to the equipment specifieations and
rcquirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communicationr
equipment and dedicated to ldaho Power's use terminating at the ldaho Power facilities capable of
providing Idaho Power with continuous instantrneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Opcration and Mainienance Charges specified in Schedule 72.
SPECTAL FACILTflES
The Idaho Power Gcneration Interconnection process will determine the Special Facility
requircments for this Facility. These specification$ will include but not be limited to equipment
specifications, equipmont location, Idaho Power provided equipment, Seller provided equipment,
ard flll costs associated with the equipment, design and installation of the ldaho Power pmvided
equipment. The entire Generation lnterronnection process, including but not limited to the
equipment specifications and rcquirenrcnts will beconp an intcgral part of this Agreement. Idaho
Power owned equipmont will be maintained by ldaho Power, with total cost of purchase,
installation, operation, and maintpnance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payrnent of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation aod
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B-8
EXHIBIT 803
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 34
Maintenance Charges specified in Schedule 72,
REACTTVEPOWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by ldaho Power to the Seller, based upon information provided by the Seller. The
Gcneration Interconncction proce$$ will spccify the cquipmcnt required on the Idaho Power
system to meet the Fncility's reactive power requirements. These specifications will include but
not be limited to equipmcnt specifications, equipment location. ldaho Power provided equipment,
Seller provided equipment. and all costs associated with thc cquipment, design and installation of
the Idaho Power provided equipment. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requircmcnts will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idalro Power, with total
cost of purchase, installation, operation, and maintenance, including adminisrativc cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedulc 72 and the total reactive power co$t will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNFCTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (l) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailmcnt of energy
dcliveries to ldaho Power or (3) o disturbance on either ldaho Powct's $y$tem or the Seller's
Facility. The Idaho Power Generation hterconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipnrnt specifications, equipnnnt location, Idaho Power provided equipment, Seller
B-9
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r0ll0a005
EXHIBIT 803
D. N ELS.N, r DAH.'ifNT |A?-l'-"#'..'3
2n12014 Page 35
provided equipment, and all eosts associated with the equipment, design and installation of the
ldaho Power provided equipment. Seller will install all Seller provided equipment, control wiro
and conduit necessary for the operation of the Disconnection Equiprnent. Throug! the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the liacility, Seller will provide drawings of
their interconnection widng for cngineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will bccome aR integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including adminisfiative cost to be rsimbursed to ldaho Powcr by the Seller.
Payment of &ese costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges spccificd in Schcdulc 72.
B-10 cosrs
The Idaho Power Generation Iaterconnection process and this Agreement will identify all cost for
this h'acility to interconnect to the ldaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Gencration
Interconneetion process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the e.quipmeilt,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor cchedules(s). The monthly operations and maintenance charge will begin on the
first day of the montl following the dale which Idaho Power has completed installation of the
Idaho Power provided equipnnnt and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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10n0v2005
EXHIBIT 803
D. NELS'N, r DAH. \ifNLE Nfi.,it-h?
"r?
2nl2l14 Page 36
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedul e 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
mainten&nce expsnsc will be revised to reflect the actual cost ineurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-II SALVAGE
No later than sixty (60) drys afier the ternination or expiration of this Agreement, ldaho Power
will prcparc and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under ScheduleT2,lhe GEnemtion
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's near€st warehouse, if the Interconnection Facilities will be removed. If Seller
clccts not to obtain ownership of the Interconnection Fapilities but instcad wishes tlhat Tdnho
Power reimburse the Seller for s*id Facilities the Seller may invoice Idaho Power for the net
salvage value as estirnated by Idaho Power and Idaho Power rhall pay such amount to Seller
within thirty (30) days after receipt ofthe invoice. Seller shall have the right to offset the invoice
amount against eny prcsent or future payments due Idaho Power.
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EXHIBIT 803
CASE NO, IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 37
APPEM)IXC
ENCINEERS CERTTICATION
OF
OPERATIONS & MAIN'THNANCB POLICY
'Ihe undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
L That Engineer is a Licensed Profcssionat Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is thc subject of the Agreement
and is hereinafler referred to aqand this Statement is idcntified as IPCo Facility No.
the "Project."
4. That the Projcct, which is commonly known as the is lorated in
Section _ Township
-
Range
-,
Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreemcnt provides for the Project to fumish electrical energy
to ldaho Power for a twenty (20) year period.
6. That Engineer has substantial expericnce in the design, construction and operation of electric
power plants of the same type as this Project.
7. Th*t Bngineer ha; no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Msintenance ('O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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.ASE No irSlElT.:!;
D. NELSON, IDAHO WND PARTNERS, LLC
2nnV4 Page 38
Projcct's pfoduciog at or near the design electrical output, officiency and plant factor for a twenty (20)
year perid.
9. That Engineer recognizes that ldaho Power, in aecordance with paragraph 5.2 of the Agrcement,
is relying on Engineer's rcpresefitations and opinions containcd in this Statement.
10. That Engineer certifie$ that the &bove $tatement$ arc complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
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EXHIBIT 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 39
APPENDD( C
UNGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on bchalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and ccrtifies to the Seller as follows;
That llnginecr is a Licensed Profensional Enginecr in good standing in the State of ldaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreemcnt," bclwcen
Idaho Power as Bnyer, and Seller, dated
3. That tho cogcneration or small power production project which is the subject of the Agrcement
L
2.
and this Statement is identified as IPCo Facility No.
"Project".
and hereinafter referred to as the
4. That the Project, which is commonly known as the Project,
is located al
5. That Engineer rccognizes that the Agreement provides for the Project to furni$h clectrical encrgy
to Idaho Power for a twenty (20) year period.
6. That Enginecr has substantial experience in the design, construction and operation of electric
power plants of the same type a$ this Project.
7. That Enginecr has no economic relationship to &e Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, irc operations and ma.inlenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that il is in reasonably good operating condition; and that if adhercnce to said O&M Policy continues, the
Projeet will continuc producing at or near its design ele.ctrical output, efficiency and plant factor for the
remaining ycars of thc Agreement.
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EXHIBIT BO3
D. NELsoN, rDAHo r:fNT JA?it^,E-1 lr?
2nDU4 Page 40
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of thc Agreeinent,
is relying on Engineor's reprosentatiofla and opinions contslned in this Statement.
10. That Engineer ce*ifies that the above statement$ arc complete, true and accurate to the be$t of his
knowledge and theiefore sets his hand and seal belorry.
(P.8. Stamp)
Date
By
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EXHIBIT 803
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 41
APPENDD( C
ENGINEERS CERTMCATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on bchalf of hinnelf and
hereinafter collectively refenpd to as "Engineer",
hereby states and certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good sturding in the State of ldaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement. hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statpment, is identified as IPCo Facility No
referred to as the "Project".
and is hereinafter
4. That the Project, which is comrnonly known as the
Project, is located in Section Township Range _, Boise Meridian,
County, Idaho.
5. That Engineor reeognizes that the Agreement provides for the Project to furnish eleetrical
energy to Idaho Power for a LJ year period.
6. That Engineer has substantial experience in the design. construction and operation of
electric power plants of the samc typc s.$ this Projeet.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover coDveyance system, Seller
furnished lnterconnection Facilities and other hoject facilities and equipment.
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EXHIBIT 803
D. NELsoN, r DAH. \ifNT JA?l'^,Elil
t,-'3
2n12014 Page 42
9. That the Project has been constructed in accordanee with said plans and specifications, all
applicable codes and consistent with Prudent Elecrical Practices as that term is described in the
Agreement.
10.That the design and con$tnrction of the Project is sush that with reasonable and prudent
operation and maintenance pr&ctices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a
-*
( _--J year pcriod.
rL That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of tha
Agreement, in interconnecting the Project with its system, is relying on Engineer's representationt and
opinions contained in this Statement,
t2.That Engineer certifies that the above statement$ are complete, true and accurate to the
best ofhis knowlcdge and therefore sets his hand and seal bclow.
(P.E. Stamp)
Date
By
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1010,2005
EXHIBIT 804
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
Artidc
I
.,
3
4
5
(i
'l
tt
.)
l0
il
t2
It
t4
l5
l(,
l7
lt{
t,
?0
2t
72,\
24
2.5
1{r
2?
?n
29
30
3l
3?
t.IllM tiNHR(iy sAl.t.s AUIil it ]MUNT
BtirwtiEN
[)ntt0 PowtiR cOMt)ANY
AND
0lilicoN 111AtL WtND PAI{K r,,L,C,
'l'Allt,n opcoNTtlNTs
T.!T!.,11
Del'inititrns
No t{crlirtnc$ orr lduho Powcr
Wnrnrnlics
(hntliliorrx to Accoptuncc of lincrgy
'l',:rrrr nnrl ()pcnrtirrtt l)nt*
llrrrcltuso attrl Snlc of Ncl linr:rgy
[)urchlsc Plicc nrxl Mcthorl of Payrncnt
F,u vi rurrnrcntul Alt rihrrrcx
Fncil ity lutl lnlsrcorrnoclion
Disconrtection lJquipnrut
Mctcrlrrg lnrl 'l cleurctry
Reconlr
I'f(ttrict i r Il
Op:rutiuns
ttrlcntn ificatiorr antl lrrsurnnce
lrorr:o Mljcurc
l,lrrd l{iglrts
I-intrility; l)r"r.lir'rrt inrr
Scvrrritl Ohl itr1at iorrs
Wuivcl
Choicr: of Lttw$ nnd Vcnuc
l)ispuics nnd Dofault
G0vcrnrnsnt{rl Authorirntion
Cornnrisxion Orrlcr
Silc:ccssors ut(l Assigns
Ir,fodilicrtion
'l'ttxes
Notices
Additional Tcrntr irnrl (.hnrlitions
Scvcraltility
C-buntcrparls
Entirc Agru:ruont Sigrrfl lur c$
Appcrrdix A
Appenclix B
Appcndix C
EXHIBIT 8(N
CASE NO. IPC_E_13_22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2o14 Page 1
2ilW2t(r1
EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 2
I.'IRM ENERCY SALES AGREEMENT
(10 aMW or Less)
oBEgQN T&ArL wrNp PARK L.L.C.
Project Number: 3I 3 l 5075
THIS AGREEMENT, entered into on this .l Eth -day of*l!b&Aty- 2005 between
OREGON TRAIL WIND PARK l-,t.,C. (Seller), antl IDAHO POWIR COMPANY, an ldaho
c:()rporation (Idaho Power), hereinaller sornetimes referred to collectively as "Parties" or individually as
"Pany."
WITNESSETI-I:
WHEREAS, Seller will design. (:on\tnr.:t, nwn, mrirrtnin nnrl ope.rnte arr e.lectric generation
facility; and
WHEREAS, Scller wishes to sell, and Idalro Power is willing to purchasc, linrr elecric energy
produced [:y the Seller's Fucility.
THEREFORE, In consideration of thc mutual covenants and agreemeuts hereinaftcr $et forth, the
Parties agree as follows:
A-EMI E IIP"FFINITIONS
As used in this Agreernenl and the appendices attached hereto, the following terms
shall have lhc followlnB, rrrearrirrg;.
L I "Commission" - Thc Idaho Public Utilitics Commission.
1.2 ""QSlfree!-YCgl" - The period comnrencing each calendar yesr on the same calendar date as the
Operation f)ate and ending 364 days thereafter.
1.3 'nesignatect tlitpatc " - ldnho Power's Systems Operations Group, or any subsequent
group dcsignated by Idaho Power.
1,4 "Discennection Equipment" - All equipment specified in Schedule ?2 and the Ceneration
Interconnection hocess and any adclitional equipment specified in Appendix B.
1.5 "Facility" . That clectric generiltion facility described in Appendix IJ of this Agrcement.
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2n12014 Page 3
1.6 "First Enprgllf&" - The day commencing at 0001 honrs, Mountain Time , following the day that
Seller has satisfied the requircmcnts of Article IV and the Sellcr begins delivering energy to
Idaho Power',s system at thc Potnt of l)elrvsry.
L7 "Oencrgltan'llllclgellnectioJ Process" - Idaho Power's generation interconnection application
und cngineering revicw pr'ocess developed to ensurc a safe and reliable Bencration
interconrrc{"tiun ill uulrr;,rliauuc with .rll a;rPlicahlc rcgulator'y r'cquilcnrnts, Prudcnt Elcctrical
Praclices and national safety standards.
1.8 'I1gdygggtffiIglgy" - lllectric energy Seller does not intend to generate. Inndvertent cncrgy is
nrorc psrtieul:rrly describcrd in paragraph 7.3 of this Agroemeut
1.9 lllrrlercarueclialr&eililies" - All equipment specified in Schedule 72 and the Generation
Interconncction Process and any additional equipment specificd in Appendix B.
L l0 "Initial Cap3eity Determinati0n*- Thc process by which Idaho Power confirms thnt utrder
normul or average design conditiqns the Facility will generate al no rrr,re than l0 avcragc MW
per month and is thereftrre cligible to he paid the published retes in accordance with Cqnrmission
Order No. 29632.
I .l I "Lo!$C.{" - The loss of electrical energy expre$sed in kilowatt hour$ (kWh) occurring as a resuh
ot' the transfornration and transmission of cncrgy bctweerr the puirrr whclc rhc Facility's urrcrgy is
metercd anel the point thrl l'acility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will bc as specified in Appndix B of this Agreernent.
I . l2 ' I4g*S!_EIgtg!_e9$" Eighty five porcent (85%) of the weighted average of the daily on-peak
and off-peak Dow Jores Mid-Columbiu Index (Dow Joner Mid-C Index) priccs for non-firm
energy. lf the Dow Jones Mid{olurnbia Index price is diseontinued by the reporting agency, both
Partie.* will mutrrally ngree upon a replacenrent index. which is similar to the Dow Jones Mid-
Columbia Index. Thc sclected replacement index will be consistent with other similar agrccments
and a commonly used index by the elec$ical industry,
L l3 "Matcrial Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
_7-
?t8i2m5
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712O14 Page 4
l.14 "M3r-1jnu!Lerpae.i!y_A!1o1.I!" - The maximum cupacity (MW) of the Facility will be as
specilied in Appe ndix B of this Agrcemcnt.
l.l5 -Mg$flng Equlnn}WJ: - All equipmcnt spectfied in Schedule 72, tbe Gcneration Intcrconnecrion
Proces$, this Agreernent and any additional equipnwnt specified in Appendix B required tcr
mensrlre, record and telcmeter power flows between the Seller's elcctric gcncration plant antl
Iduhr: Powcr's ryntom,
I . l6 "Ng!-E!elgy" - All of the electric energy produccd by thc lacility. less Station Use, lesr Losscs.
exprcrsed in kiklwstt hours (kWh). Seller commit.s to deliver all Net Energy to ldaho Powcr at
the Point of Delivery l'or the full term of the Agreement. Net F,nergy does not include Inadvertent
Energy.
l.l7 "Opcralion Date" - The day comrnencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
l.l8 "Poi3Lef-DgJlEIy" - The location specified in Appendix B, where ldaho Power's and thc
Sel ler's elect rical tacr I rtres sr{} r ntcrconnected.
l.l9 "EtudEffilSelU$jd-f.Hplrsgs" - Those proctices, methods and equipnrent lhat ars commonly and
ordinarily used in electrical engineering and opcrations to opcratc clectric equipment lawfully,
s,rfcly, dcpcndably, cllicicntly and oconon'rically.
.ZO 'Sshgdgfed-Aegritrpn-DslS" * The dnte specified in Appendix B when Seller anticipates
aehieving the Operation f)ate.
1,2 I 'Sgbgd!.!e_12: - IrJahn Power's Tsriff No lOl, Schednle 7?. or its tlrccessor schedules ;rs
approved by the Cornmission.
1.22 "Sggsg;1" - The three periods identified in paragraph 6.2, I of this Agreement.
1.21 "$pqg!g!-[0gdi!es' - Additions or alterations of transrnission andlor distrihutinn lines and
transformers as descrihed in Appendix B. Schedule 72 or the Generation Intcrconnection Pnrces$
required to safcly interconnect the Seller's Facility to the Idaho Power system.
1.24 "S!s0gg_U-Se" - Eleckic energy thot is used to operate equipment that is auxiliary or otherwise
related lo thc production of electricity by the Facility.
-3-
ytaz$$
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2o14 Page 5
l'25 "SgpbsEueISy" - ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly Net Energy
Amount for the corre$pondtng month speciFied in paragraph 6-2- or (z) If thc Net Energy
prodtrccel by the Seller's Facility and rlelivered to the Idaho Power electrical systenr during the
lnonth is lesr than 90% of the monthly Net Energy Amount for thc corrcsponding month
spcr.il'icd in parngr-aph (r.2, thcn all Nct trnclgy dclivcrcd by thc Facility to thc ldaho Powcr
elecrrical system for that given month or (3) All Net tsnergy produced by the Seller's Facility and
delivered by the Facility to the ldaho Power electrical system prior to the Operation Date.
1.26 "'Iirtsl Cost ofuhe-EgcJily" - The totrl crrst of slru.:trrres, e.qrripment and apprrrlen;rnr:es
ABTIC-L,H.WPOWER
SelleLl!&pgnde0lICItg$l@ig[ - Seller wsrrants &nd represents to Idaho Power that in entering
into thir Agreement and the undertaking hy Seller o[ the obligations sct forth lrcrein. Seller has
investignted and determincd thut it is capable of performing hereunder and hus not relied upon
thc advice. experience or cxpertise of ldaho Power in connection with the transactions
contemplatcd by this Agreement.
Sellerln(leElldgrt!_ErpgIE - All ptulcssiutralu ur elpcrts irrulutlirrg, trut uut tiruitcrJ tu, crrgiuccLs,
attonteys or accountants, that Scller mry have consulted or relied on in undertaking the
transactions contelnplated by this Agrecmenl hlve been solely those of Seller.
ARTICLE III: WARRANTIES
No Waranty by Idaho Bqw-eJ - Any review, occeptance or failure to review Seller's dcsign,
spccifieations, equipment or facilities shall not be m endorsement or a confirmation by ldaho
Power and Idaho Power makes no warranties, expre$.sed or implied, rcguding any aspect of
Seller's design, specifications, cquiprnent or facilities, including, but not limited to, $afety,
durability, reliability, strongth! capacity. adequacy or econumic t'easibility.
Oualifuiug-Facility Status - Seller wanantri that the Facility is a "Qualifying Facility," as that term
-4-
2.1
2.2
3"1
3.2
2,/t8/2rn,5
EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 6
4.1
is use.d and defined in l8 CFR &?92.207 , Alier initial qualification, Seller will take such steps as
nray be rcquired to maintain the l;acility's Qualifying Facility status during thc tenn of this
Agrccnrcnt and Seller's farlure to rnaintflin Qualifying Facility status will be o Material Breach of
this Agrcement. Idaho Pewer reservcs thc right to review the Seller's Qualifying Facitity status
und nssociated $upport and conrpliance documents at mytime during the tenrr of this Agrccmcnt.
AETICLE IV: CQNDT-T- NS_Iffi
Prior to the First Encrgy Date and as a condition of Idnho Power's acceptance of deliveries oI
errcrgy frorn tlre Seller, Seller shallr
4. L I Subrnit proof to ldaho Power that all licenses, pernits or approvals necessary for Seller's
operat ions have been obtaincd frorn appticable federal, state or local authorities,
including, but nol lirnited to, evidence of compliance with Subpart B, I I CFR 292..207 .
4.1.2 QpinieLafeoursgl - Submit to Idaho Powcr an Opinion Letter signed by an auorney
admitted to practicc and in good standing in thc State of ldaho providing an
opinion that Seller's licenses, penuits and approvals as sct lbrth in paragraph 4,1 .l
atrove are legally and validly issucd. are held in the nanre of the Seller and, based on
a rsationable lndepcndettt tcviuw, cuurrsul is of thu upirrir.ll tLnt Sulla il irr ,;ubrturrtial
conrpliance with said pertnils as of the date of the Opinion Letter, The Opinion l"etter
will be in a form acceptable to ldaho Power and will acknowledge that the attorney
rendering the opinion undcrBtends that Idaho Power is relying on *aid opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
o[ the American Bar Association Section of Busin*s Law ( I 991 ).
4. 1.3 Iniliql.$gpacity Determination - Submit to ldaho Power such data as Idaho Powcr may
reasonably requirc to perform the Initial Capacity Determination. Such data will include
but not be limited to, equiprnent specificationt, primc mover data, resource
charactcristics, normal and/or average opernting design conditien$ and Station Use data.
-5-
ara2a03
EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 7
Upon receipt of this information, Idaho Power will review the provitled data and if
necessary, request additional data to complete the Initial Capacity Detcrmination within n
reitsonable timc.
4.1.4 Engineer's. Cerlifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certilication of Operations and Maintenance
(O&M) Ptrlicy as dcsurilrcd irr Canluission Ordcr No.2l69O. Thcsc ccr"tificatos will bc
in the tbnn specified in Appendix C but may be rnodified to the extent neces$ary to
recogni'rc the dilferent engineering disciplines providing the certificates.
4.1.5 Jn$rr.dilEsg - Submit written proof to Idaho Powerof all insrrmnee requircrd in,A,rtirle XV
4.1.6 lnterceetr_cglton_- Provide written proof to ldaho Power that all Schedule 72 and
Cenerution Interconncction Process requirenrents have bssn complcted,
4.1 .7 Wriltcn Acceptancg - Request ancl obtain written confirnration from Idaho Power that all
conditions to flcceptance ofcnsrgy have been fulfillcd. Such written confirmation shall be
provided within a commercially reasonable time tbllowing the Sellcr's r&luest nnd wil!
not be unreasonably withheld by ldaho Power.
ARTICLE V: TERM AND OPERA.I.ION DATE
5.1 'ferm - Subjcct to the provisions of paragraph 5.2 helow, this Agreoment shall become effective
on the date first written und shall continue in full force and effert for a period of twenty (20)
Contract Yoora from tha Operntion Doto.
5.2 Qperation Date -The Operation Date msy occur only after the Facility ha"s achieved all of the
following:
a) Achieved the First Energy Date,
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Focility is complete and
able to provide energy in a ccnsistcnt, rcliable and safe mflnner and has requested an
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2lt8nL$5
EXHIBIT 804
cAsE NO. IPC-E-13.22
D. NELSON, IDAHO WND PARTNERS, LLC
21712O14 Page 8
Operation Date in written form.
Seller har requested fln Operation Date from ldaho Power in a written format.
$jellcr has re€erved wntten confirmation from ldaho Power of the Operation Dare.
This confirmation will not be unrea.tonably withheld by ldaho Power.
Seller's failurc to achieve the Operation Date within ten ( l0) months of the Scheduled Operation
Datc will tre arr svcnt of dcfault.
ARTICLE VI: PURCHASE AND SAL4..QTNIiT ENERGY
Deliverv ansl4esqe!ruee,of]ggtEDefsy - Except when either Pnrly's performance is excrrsed a$
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Pswcr at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivcred by the Seller to ldaho Power at the Point of Dclivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Alnounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.I Initlal Year MoEthly Nct Errcr$y Aru$uulxl
d)
e)
5.3
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
Septcmber
October
January
February
-7-
hwh
3,1m,625
2,689,296
2,501,984
1,91p,208
1,781,958
1,884,234
?.425.295
2.711,046
7,422,340
2,67t,565
t,9?3,853
?,559.792
Season 3
EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSoN, rDAHo wND rr#|iff#.8
5.2.2 t)nuoine Moptltly Aruounts - Scller shall initially provide Idaho Power with
one year of nronthly gcneration estimates (lnitial Year Monthly Net Energy Amrxrnts)
and beginning at thc cnd of nronth nine and every three rnonths thereafter provide ldaho
Power with an additional three months of forwnrd generation e$timates. This inf'ormation
will be providcd to Idaho Power by written notice in accordance with paragraph 28.1 , no
later than 5:00 PM of the 5rh day following the end of the previous month. If the Scllcr
does not provide the Ongoing Mtrnthly Net Energy allrcunts in a tinrely manner. Idaho
Power will use the nlorit reccnt 3 months of the Initial Year Monthly Net Energy
Amounts spccificd in paragraph 6.2. I fbr the next 3 mr:nths of monthly Net linergy
illllounts.
6.2,1 Seller's Adiustmgnt-of Net Energv Amount -
6.2.3,1 No laler than the Opcration Date, by written notice givsn to ldaho Power in
aceordance with paragraph 28.1, the Seller may revise all of the previously
provided lnitial Year Monthly Net Energy Amounts.
6.2,3.? Beginning with the end of the 3d rnonth after the Operation Datc anrt at thc end
of every third month thereafter: (l) thc Seller rnfly not revise the immediate next
three rnonths of previously provided Net Energy Arrounts. (2) but by written
notice given to Idaho Power in accordunce with paragraph 28.1, uo later than
-5:00 PM of the 5s day following the end of the prcvious month, the Seller moy
revi$o alt other previously provided Net Energy Amounts. Failurc to provide
tirnely written notice of changcd amounts will he deeme<l to he an clection of no
change,
6.2,4 Idaho Power.stljustment of Nct Energy Amount - If Idahs Power is cxcu$ed from
accepting the Seller's Net Energy as srrecified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Susyrnsion of Energy Deliveries is accepted by ldaho Powcr, the Nct Energy
-8-
atuztfri
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n t2O14 Page 't 0
Anrount i$ $pecified in paragraph 6.2 lirr the specific month in which the reduction or
suspension undcr paragraph 14.2. I or 14,3.1 occurs will be rcduced in accordanee with
the tnllowrngl
Where:
Currenl Month's Net Energy Amount (Paragraph 6.2)
a.) ll'ldaho Power is excused l'ront accepting the Setler's Net
[nergy as specificd in parngraph 14.2. I this value will be
equal to thc percentnge of cunailment as specified by
ldaho Power rnultiplied by the TGU as defined helow.
b.) If thc Scllcr declares a Suspension of Ensrgy Deliveries as
specified in paragraph I4.3.1 this value will he thc surn of
the individual gcnerstion rrnits sizc r:rtings as specificd in
Appendix B that are irnpacted by the circum$tances
causing the.teller to dcclare a Suspension ol Energy
I)elivcries.
TCU =Sum qfall ofthe individual gcnerator ratings ofthe generation
units at this Facility as spccil)ed in Appendix B of this
agreement.
Aclual hours the Facility's Net Energy delivcries were either
reduced or suspended under panrgraph I4.2.1 or 14.3.1
TH = Actual lotal hours in the current month
Rcsulting formlll being:
NEA
scr I
RSH =
Adiusted
Nei Encrgy = NEA
Amount
xNEA)x(ffi))(( ffiH
6.3
This Adiusted Net Encrgy Arnount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused tionr acceptrng the Seller'$ Net
H,nergy or the Seller declaretl t Suspension of Energy.
Unless cxcused by an event of Force Majeurc, Seller's faihrre to deliver Net Energy in any
Contract Year in an amounr equal to at lcu$t tsn pcrsslra ( t0%) uf llrc surrr uf tllc ftritial Ycar Ner
Energy Amounts as specifietl in paragraph 6.2 shall conslitute an event of default.
2/l 8/2005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 1 1
7.1
AR'I'ICLE Vll: PURC,II*SILPBICE AND METHOD oF PAYMENT
Net Energy hrrchase PriqE - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commlsslon Order 29046 with selsanslizarion f8crors fipplied:
Year
2005
2006
2047
2008
2009
2010
201 1
?.012
2013
2014
2015
20r6
2017
2018
2019
?4?0
2021
2022
2023
20?4
2025
2026
Season I - (73.50 7") Season 2 - (120.ffi Vo) Season 3 - (t00.(n %)
MillslkWh Mills&W-lr Mill.Vkwh
37.00 60.4't 50.34
37.85 61 .80 51.5038.73 ffi,e3 52.6S39.62 64.68 53.90
40.53 66,17 55.144't.46 67.6C 56.41
42.42 69.25 57.7143.39 70.65 59.04
44.39 72.48 60.40
45.42 74.16 61.8046.47 75.88 63.22
47.54 77.62 6,1.68
48.63 75.40 66.17
4S.76 81.24 67,70
50.91 83.11 69.26s2.o7 85.02 70.85
$s.28 86.99 72.4s
54.51 88.S9 74.16
55.76 91.04 75.8757,05 93,14 77.62
58.37 95.29 79.4159.72 97.50 81.25
7.2 Surplus Enersy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Lradvcrtcnt EncrBy -
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Sellcr delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by tlre hours in the rpec.ific month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440,000 kWh. Energy
dclivorcd in January in exces$ of 7 AaQ,000 kwh in this example would be Inadvenent
7.3
l0-
1,ltazuJ'
EXHIBIT 804
CASE NO. IPC-E-13-22
D, NELSON, IDAHO WND PARTNERS, LLC
2nt20't4 page 12
7.4
Energy.)
7,3.2 Although Seller intends to dcsign and operate the Facility to genernte no more than l0
average MW and thercfore does not intend to gcncrote Infldvenent Energy, ldaho Power
will acccpt Inadyeflent Energy that does not exceed the Maximum Capacity Arnount hut
will not purchase or pay for Inadvsrtent Eocrgy
&11gpI1!ggpa!g - Eneryy prymcnts ro thc Scllcr will bc disburucd within 3O duyr of thc duter
which Idlho Powcr receive$ and accept$ the documentation of the monthly Net Energy and
Insdvcrteut Energy actunlly producetl by the Sellcr's Facility and delivered to ldaho Power as
specified in Appendix A
ContiguinEJudtdiction efuhs.]esloBilElptt -This Agreement is a specinl contract and, a.s such,
the raler, ternr* and conditions containcd in this Agreement will bc construed in accordance with
Idaho Power!-oFpany v.ldaho htblic U_liliiegesnunission and*Aftsn Eoergy-Ine., 107 ldaho
78l,693 P.2d427 (1984); IdahoPowqrS , 107
Idahtr I l?2,695 P.2d I 261 (1985); Afton Enersy*llc,_y,ldalra llower (jonrpany, ll I ldaho 925,
729P.2d 400 (1986); Sestion 210 of the Public Urilities Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
A.BIIELEJIII,EN VI&QNM ENTATA1TRIB UTES
Idaho Powcr wnives any clairn to ownership of Environrncntal Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Cexifirates, Rnnewahle Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) clire,ctly associated with the
production of energy from the Seller's F.rcility.
AKIIELE D(LEAEILIIY AND INI EBEQNNECTION
Desigq-gjf.Fhcility - Seller will design, construct, install, own, operate and rnaintain the Facility
and ony Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Dclivery for the full
- I l-
7.5
8.r
c.t
2t I E/?005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 page j3
9.2
te rnr o[ the Agreenrent.
@-ExceptasspecificallyprovidedtbrinthisAgreement,therequired
lnterconnectron l"ucilities will te ln ilccordance wilh Schedule 72, the ficncrutlon lnterconnestion
Proccss and Appendix B. The Sellcr is respousible fi:r all costs associated with this equiprnent as
specified in Schedule 72 and the Ceneration Interconnection Process, including hut not limited to
irritial cost; ineurrc.d by ldoho Powcr for cquipmcnt cor;ts, instnllation costt ond ongoing rnonthly
Idaho Power operations ltnd nmintenance expenses,
APT!C]*E.X-D]SCQM
Iixcept as specil'icully provided f'or in this Agreement, the required Disconncction Equipnrent will
be in accordance with Schedule 72, lhe Ceneration Interconrreclion Proccss and Appendix B.
The Seller is responsiblc lbr all costr associated with this equipment as specified in Schedtrle 72
and the Gensration Interconncction Process, including but not limitcd to initial costs incurred by
Idaho Power for cquipment costs, installalion costs antl lclaho Power ongorng monthly operatronri
and monthly maintenance exPcnses.
ARTICLEXI.,METERINC A
ll.l MeteringendTelenntrv -Iduho Power shall, fbr the account of Scllcr, provide, install, and
maintain Metering Equipment to be located at a mutually ngreed upon location to record and
m6s$ure powor flou.s to ldaho Power in accordance with Schprlrrle 7?.. Generation
lnterconnection Process and Appendix B of this Agneement. Thc Metering Equipmcnt will be at
the location and the type required to measurc, record and fi]pon the Facility's Net Energy. Station
Use. Inadvertent [,nergy and muximum energy delivcries (kW) in a manncr to provide Idaho
Power adequate energy msasurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be bome by Seller, including costs incurred by Idaho Power for inspecting
and testing such equiprnent at rcasonable intervals at Idaho Power's netual cost of providing this
t2-
l0.l
ut 8/?005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page '14
Metering Equiprnent and services. The Mctering Equipment shall bc at the locotion describcd in
Appendix B of this Agreement. All meters used to detern:ine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to he inspcctcd,
tested or adjusted.
ll.2 laelsrllrpgelgtr -Idaho Power shall inspect installations annually and test mctcrs on thc
.rpplicablc pcriodic tcat schcdulo rclcvant to thc cqtriprnont instollcd ar rpccificd in Appcndix B of
this Agreement. If requested by Scller, Idaho Power shall make a special inspection or test of n
tneter and Seller shall pay the reasonable cortri ol'ruch special in*peotir>n. tsoth Psrties shall b(,
notified r-rf thr: timr. when any insper:tinn nr test shnll take place, and each Party may have.
representative.s prescnt at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaircd or rcploced, nt ldaho Powerh expense in order to provide accurats
metering. If n meter fails to register, or if the measurerncnt made by a metsr during a tcst varies
by more than two percent (2%) from the nreasurement mede by thc standard rnctcr uscd in the
test, adjustmcnt (either upward or downward) to the paynrents Seller has rpceived shall be made
lo corre€t those payments affected by the inaccurate meter for the actual period during which
inaccurate lnsasurements were made. lf the actual period cannot be determinedt corrections to
thc puyrrrcnts will be trased urr tlre slturtcr of (l) a pcriud cquul tu unc-half thc tirtrc fiurrr lhc rlrtc
of the last prcvious test of the nreter to the date of the telrt which established the inaccuracy r:f the
meter; 0r (2) six (6) months,
I 1.3 Telemetly * Idaho Porver will install, operate nnd nraintain at Sellerrs expense nretering,
comnlunications and telemetry cquipment which will be capable of providing Idnho Power with
continuouri instantanesus telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the ldaho Power Point of Delivery to Idaho Powey's Designated Dispatch Facility.
ARTICLE XII - RECORDS
l2.l Maintensnceof Records - Seller shall maintain at the Facility or such othcr location mutually
acceptable to the Partier adequate total gencrution, Net Energy, Station Use, Inadvertent Energy
l3-
vt8t2oo3
EXHIBIT 804
cAsE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nt20't4 Page 15
and nmxinlunl generation (kW) records in a tbrm and conlent recornrrrcnded hy ldaho I'rlwer.
12.2 hrspecrion . F.ithcr Pruty, after reasonable notice to tlre other Party, shall havc the right, during
normal busrncss hours, to lnspcct and audrt any or all generation, Net Energy, Station Use,
Inadvertent Encrgy and rnaxirnum generation (kW) records prtaining to the Scllcr'.s Facility.
l3. r
i r-{T'tclrj x r r1 - PR0TtrcTlQ.}
Seller shall construct, operate and maintain thc Facility and Seller-furnished Interconncction
Facilities in accordance with Schedule 72, the Genenttion lnterconnection Process, Appendix B
of this Agnlcn)ent. Prudent Elocricst Pr*rticer, the Naticnal lilr:t:trir:nl Cnde, the Natinnnl
Electrical Sal'cty Code and any othcr *pplicable local, $tatc a"nd fcdcral codes. Ssller
acknc,wledge$ rcceipt of the Ceneration IntcrcoRnec(ion Process. If, in the reusonuble opinion of
Iclaho Power, Seller'.s operotion of the Facility or Interoonnection Facilities is unsat'e or may
othcrwise trdversely affect ldaho Power's equipment, personnel or service to it,s customers, Idaho
Power may physictlly interrupt the llow of energy frorn the Facility as spccified within Schedule
72, the Gcneration Interconnection Process or take such other reasonable steps as ldaho Power
deenrs appropriate. Except in the ease of an emcrgency, Idaho Power will attempt to notify Scllcr
of such lnterruption prior to lts trccurrence ari provided irr palagraplr 14,9. Scllcr slrall pruvitle
and maintain adeguate protcctive equipnrent sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some saseri, $ome of Seller's protective relays will
provido buck up protection for ldgho Power's facilities. In that evont, Idsho Power will tcst such
relays annually and Seller will pay the actual cost of such annual testing.
dRTlcLts xry - 0P"EBATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch lracility in acconlunce with
Appendix A of this Agreemcnt.
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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14.2.1 ldaho Power shall be excused lionr accepting and paying tbr Net Encrgy {}r accepting
Inadvertent Energy produced by the Facility and delivcred by the Sellor to the Point of
Delrvery, rl rt ls prevented fiom doing so by an event of Forcs Ma.ieure. or if Idaho Power
delermincs Lhat curtailrrsnt, interruption or rcduction of Net Energy or Inadvertent
Energy deliveries is necessary becsuse of line construction or nlaintensnce rcquiromerrts,
erircr'Berrcicsr clcctrical systcll'l opcrating conditions on its systcm or fi6 othorwi6c rcquirc<l
by Pnrdent Electrical Practices. If, for reasons other than an cvcnt of Forr:c Majcure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
delivr-*ries tbr a perirrd that exceocls twrnly (20) clnyr, heginning with the twenty-fint rlay
of such interruption, curtailnrent or reduction, Scller will bc deemed to be delivering Net
Energy at a ratc cquivalenl to the pro rata daily sverflge of the omounts specified for the
applicable month in paragraph 6.2. Idaho Power will notily Seller whcn thc intcrruption,
cutlitiltncnt or reduction is trsrminuted.
14.2.2 lt, in the reasorrable opinion of Idaho Powcr, Seller's operation of the Facility or
lntcrconneetion Facilities is unsaf'e or may otherwise idversely affect ldaho Power!
equipment, per$onncl or service to its custorners, Idaho Power mry physicatly interrupt
. Ihe flow ef snergy froltt thc Fucility us spucificrJ witlrin $r,:lretlulv 72 rtt takc suulr otllqr
rcasonable steps as Idaho Powcr decms appropriale,
14.2.3 Under no circurnstilnces will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the point of Delivery in sn lrnount that exc.eeds the Maxirrrum
Capacity Amount. Seller's failure to lirnit deliveries to thc Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Sellerl)fflarcdS$natrsion qfEnergy Deliveries
14.3. I [f the Seller's Facility experiences a forced outage due to equipment failure which is not
cau$ed by an event of Force Majeure or by ncglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving netice a$
provided in paragraph 14.3.2 below, temporarily surpend all deliveries of Net Energy to
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D. NELSON, IDAHO WND PARTNERS, LLC
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Idaho Power f'rom the Facility or from individual generntior unit(s) within the Facility
impactcd by the forced outage f'or a period o[ not less than 48 hours to correct the forced
outage condition ("Declared Suspension of linergy l)eliveries"), 'l"hc Seller's Declared
Suspension r:f Energy Deliverier will begin at (he start of the next full hour f'trllowing the
Seller's telephone notitication as specified in paragraph 14.3.2 urd will continue for the
rlme as speclfied (ntx less thun 48 lrours) irr ths writtetr rutiliuatiulr pruvideil try tlrc
Seller. ln the rnonth(s) in which the Declared Suspension of Energy occurrcd, the Net
Energy Anrount will be adjusted as specified in paragraph 6.2.4.
14.3.2 lf the Seller deoiror: to initisto o Declnred Snrpenrion ol'Energy Duliverics a* provided in
paftigrsph 14.3.1, the Sellcr will notiiy the Designated Dispatch Facility by tclcphonc.
Thc beginning hour of the Dcctarcd Suspension of Energy Deliveries will he at the
sarliest the ncxt full hour after rnaking trlephone contflct with ldaho Power. The Seller
will, within 24 hours ufter the telephone conlact, provide ldaho Power a written notice in
accordrnce with Article XXVIII that will €ontairr the beginning hour and duration of thc
Declarcd Suspension of Energy Deliveries and a description of the conditions thnt caused
the Seller to initiate a Declared Suspcnsion of Energy Deliveries. Idaho Power will
revlew the documentaiion provided by the Scllcr to detcrmhle ldalto Power's acceptance
of the described forccd outage as qualifying for a Declarcd Suspension of Energy
Deliveries as specificd in paragraph 14.3.1. Idaho Power's acceptance o[ the Seller's
forccd outago ns un occcptublc forccd outnga will bn banod upon thc clcor documcntation
provided by the Seller that the forced ouLagc is not due do an event of Force Majeure or
by neglect, disrepair or laek of adequate preventative maintenance of the Seller's Facility.
14.5 Yrrltoge l.evelr - Seller. in;tcconhnce with Pnrdenr F.lectrical Practices shall minimize voltage
flnctuations and maintain voltage levels acceptable to ldaho Power. Idaho Power may. in
accordance with Prudent Electrical Practices, upon one htrndred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by more thun tcn pcrsent (10%) at the Point of
Delivery, in which case Seller shall rnodify, at ldaho Power's expense, Seller's equipment as
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EXHIBIT 804
CASE NO. IPC-E-13-22
D, NELSON, IDAHO WND PARTNERS, LLC
2nEU4 Page '18
necessilry le:rcsommodate the nrodified nominal operating voltage level,
14.6 GeneEIu llgmpirg - Idaho Power, in accordance with Prudent Electrical Practiccs, shall have the
nght to limit the rale that gencration ls changed at starrup, during normal operatlon or followlng
reconnection to tdaho Power',s electrical systern. Cenerution ramping nuy he rcquired to permit
ldaho Power's voltage regulation equipment time to rcspond to changes in power flow,
14,7 5Slsfulgd_ldg!$Amty;q - On r>r bcforc January 3l of coch calcndur ycur, Scllcr shull submit a
written proposcd mnintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Sellcr shall rnutually agree E$ to the acceptability ofthe proposed schedule.
The Plrties drrtemin,itirln ns to the nr:i:eptnhility of the Scllcr's timctnhlc for scherhrlerl
maintcnance will take into consideration Prudent Electrical Practices, ldaho Power systern
requirements and the Seller'ri preferred schedule. Neither Party shall unreasonably withhold
occeptance of the proposed trnintenance schedule.
14.8 Maintenancp ec0dtnalien - Ths Seller and Idaho Powcr shall, to thc extent practical, coordinate
their respective line and Facility maintenance schedules $uch that they occur simultaneously,
|4'9@-IdahoPowerwillmakeareasonableattempttocontacttheSeller
prior to exercising its rights to curtail, interrupt or rcduce deliveries from the Seller's Facility.
Scllcr urrdcrslatrls tlrat irr lhc uars uf crrrergurrr,y eirur.urstarrur:s, rcnl lirrr opctatiuns uI tlrc
electrical system, and/or unplanned events Idaho Power may not bc ablc to provide notice to the
Sellcr prior to interruption, curtailrnent, or reduction of electrical energy dclivcries to ldaha
Powsr.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agrec to hold harmless and to indemnify the other Party. its
officers, agent$, affiligtes. subsidiaries, parent compsny and employees against all loss, danrage,
expen:tc and linbility to third person$ for injury to or death of person or injury to property,
proximntely caused by the indemnifying Party':r construction, ownership, operation or
rnaintenance of, or by fnilure of, any of such Party's works or facilities used in connection with
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EXHIBIT 804
CASE NO. 1PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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this Agreemcnt. The indemnitying l'arty shall, on the other Party's rcquest, defend any suit
asserting a claim covered by this indemnity, The indenrnilying Party shall pay all costs, including
reasonable attorney lces that may be incrrrred by thc other Party In enlorung thrs tndcmRlty.
15.2 InSUfen_cS - During the term o[ this Agreernent, Seller shall sccure and continuously ctrry the
fol lowing insuntnce covera&e:
1.1.2.1 Comprehensive Ccncral LiaLrility ftrsurarrus lUr l"ruth Lrurlily irrjury arrr.l prupcrty darnage
with limits equal to $1,000,(X)0, each occunence, combincd single lirnit. The dedrrctihle
firr such insurance shall be consistent with current lnsurance lndustry Utility practices for
sinrilor ProPdrty.
15.2.2 f'he above insurance coverage shall he placed with an insurnnce company with an A.M.
Ilest Company rating of A- or better and shall include:
(a) An endorsenrent numing ldaho Power as an additional insured and loss payee as
applicablel and
(b) A provision steting that such policy shall not be canceled or the limits ot liability
reduced without sixty (60) days' prior written no(ice to ldaho Power.
15.3 Selleftq Provide qgrjifisglg-gf&sula[es - As required in paragraph 4.1,5 herein and annually
thereatter, Seller $hall furni$h ldaho Power a cenificate of in$ur8nce, rogerher wlrh the
endorsementr requircd therein, evidencing the covcrage as set fclrth above.
15.4 ,Sellcr to Notify-ld.{ho Power of Losi of Covqrage - lf the insurance coverage required by
paragraph 15,2 ohall lapu: for otry rcoson. Sollor will immodiately norify ldnho Power in writing.
The notice will advise Idaho llower of the sperific reason for thc lapse and the steps Seller is
taking to reinstate the coYerage. Failure to provide this notice and to expeditiou$ly rcin$tate or
replace rhe coverage will eonstinrte a Material Breach of this Agreemenl,
A-RTICLE XVI. FORCE MAJEURE
16.l As used in this Agreement. "Force Majeure" or "rn event of Force Majeurc" means any causc
beyond the control of the Seller or of Idaho Power which, despitc the exercise of due diligence,
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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such Party is unable to prevent or overcome. Force Majeure includes, but is not lirnited to, act!, of
Cod, l'ire, flood, storms, wars, hostilities, civil strii'e, strikes and other labor disturhances,
eflrthquakes, trres, lrghtnrng, eprdenrc$t $Bbotagc, or changes in law (}r rcgulation occurrlng after
the Operation Date, which, by the exercise of reilsonable foresight such party c<iuld rrot
reasonably havc been expected to avoid nnd by the exercise of due diligenee, it shall be unable to
ovtjrconrc. If rjitlrcr Ptrrty is rctrdcrcd wholly or in p.rt unablc to pcrf<rrm its obligations trndor
this Agrccment becau$e of an event of Force Majeure, both Paflies shall be excused frorn
whntever pertbrmurtce is affectcd by thc event of Force Majeure, provided that:
(1) Thc non-perfonrring Party shnll, as srlon fls i6 re:rrnnnhly ptrstihle *fter the
occunence of the Force Majeure, give the other Pany written notice describing
the particulars of the occurrence.
(2\ 'l'he suspension of performance shall be of no greater scope and of no longer
duration than is required by the cvent of Fotce Majeurc.
(3) No obligotions of either Party which arose before the oecurrence causing the
suspcnsion of performancc and which could and should have been l'ully
performed before such occurrence shall bc excused as a result of such
occunence.
AIICI"EJILI: LAND RIOHTS
l1 ,l Sgllcr to Providg,Agse6g - Ssller hereby grrne to ldsho Power for the term of thin Agrcemcnt all
neces$ary rights-of-way and casements to install, bperate, maintain. rcplace, and renrove Idaho
Power's Metering Equipment, Interconneetion Equipment, Disconnection Equipment, Protcction
F4rriprnent and other Special Facilitier necessary or useful to this Agreement, including adequare
and continuing access rights on property of Seller. Seller warrants thflt it has procured sufficient
easements and rights-of-way frotn third parties so as to provide Idaho Power wiah the access
described ahove. All documents $anting such easements or rights-ol'-way shall be subject to
Idaho Power's approval and in rccordable form.
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EXHIBIT 804
CASE NO. \PC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
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17.2 Use o[pu.fulic Rights-ot'-Wav - Thc Pmties agrce that it is necessary to avoid the adverse
environmental and operating impacts that would occur aF a resutt of duplicute eleetric lines being
cofistructed rn close proximily. Therefore, suhject to ld$ho Power'3 compllance with paragraph
17.4, Scller ngrces that should Seller seek and receive from any locnl, state or federal
governmental body the right to ercct, conslruct and rnaintain Seller-furnished Interconncction
Fauilitics upr?n, alolrt and ovcr any and all public roadlr! strccts und highways, lhcn thc urio by
Seller of such public righttt'-way shall be subodinate to any future usc by ldaho Power of such
public right-ot'.way for constructien and/or maintenrnce of electric distribution and transrnission
facilities and lcllho Power may clnim ttse nf srrr:h prhlic right-of-way for such purposes ill any
time. Uxcept as requircd by paragraph 17.4, Idaho Power shall not be requirsd to conrpensute
Seller lbr exercising its rights under this paragraph 17.2.
17.3 JS1-nfthggf f3gtliligg - Subject to ldnho Power's cornpliance with paragraph 17.4, Idaho Power
lnay use and attach its distribution and/or trflnsmission facilities to Seller'.s lnterconnection
Facilities, may reconstruct Seller's Interconnection Fseilities to accomnrodate ldaho Power'.s
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above uny public right-of-way aequired fronr Seller pur$uant to paragraph 17.2, cttaching Selleris
Interconnection Fae ilities tU ruclt ttcwly cuttstruetcd fircilitics. ElucPt ar rcqrrircd by pflagraph
17.4, Idaho Power shall r)ot be required to compcnsate Seller for exercising its rights undcr this
paragraph I7.3.
17.4 Conditions otlUFC - It ir the intention of the Parties thrrt the Scller be left in suhstnntially the snme
condition, both financially and cleetrically, ns Seller existed prior to ldaho Power's exercising its
rights under this Article XVII. Theretbre, the Parties agree thnt the exercise by ldaho Power of
any of the rights enumerated in paragraphs 17.2 and 17,3 shall: (l) comply with all aprrlicable
laws, codes md Prudent Electrical Practices, (2) equitably share the cost$ of installing owning
and operating jointly used facilities and rights-of-way. If $e Parties are unsble to agt'ee on the
rnethod of apportioning the$e costli, the dispute will be subnritted to the Commission lor
resolution and the decision of the Cotnmission will be binding on thc Parties, arrd (3) shall
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EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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Itr.t
provide Seller with an intcrconnection to ldaho Power's siystenr of egual capacity and durability
as existed prior kr ltlaho Power exerci$ing its rights under this Article XVII.
ARTICI"E XV il: LTABLITY; D.IiDJCATION
Notlring in this Agrccment shall be construcd to creflte any duty to, any standarel of care with
refercnce to. or any liability to ony per$on not a Parly to this Agrsernent. No undertaking by one
Party to the othcr urrder any provision of this Agreenrent shall constitute the dedication of that
Purly's systenr or any portion thereof to the other Party or to the prrblic qr uflccL the slalus of
Idaho Powcr ns an indepcndcrtt public utility corporation or Seller as an indepenclent individual or
enrily.
ARTJ.C!-F: x rX. SF:VER ALOBI"IfiAIQNS
Except where spcc:ilically stated in this Agreernent to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several rmd not.ioint or collective. Nothing contained
in this Agreenrent shall cver be constnre{l t{) create an association, trust, pannership or jnint
venture or impose a tru.lt nr partncrship duty. obligation or liability on ol with regard to either
Parry. Each Party shall be individually and severally liahle lirr its own obligations under this
Agreernent.
ARTIETEJX.WAIVER
20.1 Any waivcr at any tirne by cither Pnrty of its rights with respcct to r default under this Agreement
or with rslipect to eny other malters nrising in connection with this Agreenrerrt shall not be
deenred a waivcr with reslxct to any subsequent default or other malter.
&RTICLE XXI; CIJQIEE !I? LAWS AND VENUE
2l .l This Agreement shall be construed und intcrpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions,
2l ,2 Venue for any litigation arising out of or rclatcd to this Agreement will lie in the District Court of
the Fourth Jutlicial District of Idaho in and for the County of Ada.
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EXHIBIT 804
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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22.3.2
ARTICLE XXII:DISPUTES AND DEFAUUI
lJtsputes - All diuputes related to or arising, uncler this Agrecnrcnt, irrcludlng, bul nol llmlred to,
the interpretation of the terms and conditions of this Agreenrent, will be submittcd to the
Comnrission for resolution.
Nuricc of Dcf+u.l! -
22.2.1 Defaults. lf eithsr Party fails to perform any of the terms or conditions of this
Security for P*dpEnglge - Prior to the Operation Date and thereafter for thc full tcrrn of this
Agreement, Seller will provide Ideho Power with the following:
22.3.1 Insurance - Evidencc of compliance with the provisions of paragraph 15.2. If Seller
Agreement (an "event of detault"), the nondcfaulting Party shall cause notice in
writing to he given tn the defarrlting Pnrty. spcr:ifying thc mRnner irr which rnch
default occurcd. If the defaulting Party shall fail to cure such delault within the sixty
(60) days after service of such notice, or if the defaslting Party rcasonably
demons(rates to the other Party that the delault can be cured within a comrnercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, Bt its option. terminate this
Agreenrent an<Vor pursue its legal or equitable remedies.
Materi*l.BreAShgE - The notice and cure provisions in paragraph 22.2.1 do not apply
to dclaults idcrrtificd iu this Agruurru:rrl trs Matcliul Brcachcs. Matclial Rrcar;lrcs ruuul
be cured as expeditiously ar possible fbllowing oscurrence ofths breach.
tails to comply, such failurc will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated:
Engineer's CgEtifications - Every three (3) years after the Operation Date, Scller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (O
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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Ccrtification of Ongoing O & M shall be in the form specificd in Appendix C. Seller's
failurc to supply the required cenificate will be an evcnt of default. Such a default
may only be cured by Seller providing thc req[ired cenlficate; and
22.3.3 Licenses and Pcrnrits - During the full term of this Agreemettt. Seller shall maintain
complinnce with all permits and licenses described in paragraph 4. l.l of this
Agrccrrrcut. ln addition, Scller will supply ldaho Powcr with copicr of uny ncw or
additional permits or licenses. At least every fifth Contract Yenr, Seller will update the
documentatiott described in Paragraph 4.1,1, If al any tirne Sellcr fails to rnaintain
complitnce with the permits and lir:ensec rhscriherl in paragraph 4.1.1 or to provirt:
the dcrcumcntation required by this paragraph, snch failure will be an event of delault
rund nray pnlJ be cured by Seller submitting to Idaho Power evidence of compliance
frorrt the permitting ogency,
ARTICLEXXIII:.erQYEW
23.1 This Agreenrent is subject to the jurisdiction of those govemmental agencies having control over
either Party of this Agrecmcnt.
ABTICLE xxIV: COMMISSION 0
24.1 This Agreement shall become finally effective upon the Comrnission's approval of all terms and
provi*ions hereof without change or condition and declaretion lhat all payment$ to be nrade to
Sellcr hercunder shall he ullowed as prudently incurred expen$es for ratemaking purposes.
ARTICLE XXV; SUCCESSORS AND ASSIGNS
25,1 This Agreernent and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except thst no assignment
hereof by cither Party shall beeome cffective without the written con$ent of both Partics being
lirst obtained. Such consent shall not be unreasonably withheld. Notwithstanding the forcgoing,
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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any party which Idaho Power may consolidate, or into which it rnay rnerge, or to which it rnay
convey or ransfer suhstantially all of its electric ulility assels, shall automatically. without further
act, and without need ofconsent or approval by the Seller, succeed to all ofldaho Power's righur,
obligations nnd interestr under this Agrccment. This anicle shall not prevent a financing entity
with recordcd or securtd rights from exercising all rights and rsrrcdies available to it under law
or csntroct. Idaho Fowcr shall havo tho right to bo notificd by tho finuncing cntity thut it ir
exercising such rights or renrcdies.
ARTICI .E XXVT' MODIFTCAT-IO!{
26-l No nrodification to this Agreernent shall be valid unless it is in writing and *igrred by both Partien
and subsequently approved by the Commission.
ABTICLE-XNI!:*[AXES
n,l Each Party shall pay bcfore delinquency all taxes and othergovernmentat charges which, iffailed
to b€ paid when due, could rcsult in n lien upon the Facility or the Interconnection Facilitie.s.
ARTICLE XXVUI, NOTICSS
28.1 All written notices under this sgreefiEnt shall be directed as follows and shall be considered
delivered when dcposited in the U. S. Mail, first+lam postage prtpard, ar fqrllow.t:
To Seller: Oregon Trail Wind Parlc L.L.C.
Attn: Lary Leib
l4?4 Dodge Ave
Helena, MT 59601
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2nnfl4 page 26
To ldaho Power:
Original document to;
Vice President, Power Supply
Idaho Power Company
POtsox70
Boise, ldaho 83707
Copy of docunrcnt tg:
Cogeneration and Small Power Prrxluction
Idaho Powcr Company
POBoxT0
Boise, Idaho 83707
ARTICLE XXrx: ADDITIONAL TERMS SND CONDITIONS
?9 I This Agreernent includes the following appendiccs. which are attached hereto and included by
reference:
Appendix A - Ceneration Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C Engineer's Certifications
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unonforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of nny other terms or provisions and thi* Agreemcnt shall ba construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTI&3ABJS
3 I .l 'fhis Agreement msy be executed in two or morr eountcrparts, sach of which shall be dxrned an
original but all of which together shall constitute sne and the same instrurnent.
ARTICLE XXX[: "FNTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agrcenrent of the Parties concerning the subject muttcr
hereofnnd supersedes all prior or contemporaneous oral or written Bgr€enrents between the
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Parties concerning the subject rnntter hereof.
IN WITNESS WHBREOF, The Parties hereto have caused this Agreement to be executed
in rhcir lcspcctivc narnet on ttrc datcs sct forth bclow:
ldaho Power Comoanv
EXHIBIT 80,{
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 27
OreSon Trail Wind Park L.L.C,
By _-1'_ ,rl.t I--r t- t.. .1.t,,
,t' JametCarkulis fia-,,t<,,^. "1*t ^a ,.:
Dated
"' t/o^2.k
N. Vern Poner - Mgr Power Supply Operationo
fegsu46v 18, ?Pos
"Idaho Power"
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EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 28
APPENDIX A
A -I MONTHLY POWER PRODUCTION ANIJ SV/ITCHINC REPORT
At the end of each month the following required docunpntalion will be submitted to:
Idaho Power Company
Attn: Cogeneration and Smdl Power Production
P0Box70
Boise. Idaho 83707
The Meter readings required on thi$ rep)rt will bc the reading on the Idaho Power Meter
Equipmert measuring the Facility's total gnergy production, $tation Usage, Inadveflent Energy delivered
to ldaho Pr:wer and the nraxinrrrm gcnerated e.nsrgy (kW) as recqrded on the Mcter Equipnrcnt and/or any
other required energy rn€flsurements to adequately administer this Agreenrnt.
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EXHIBIT 804
CASE NO. IPC-E-13-22
NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 29
Project Name
Arldr*s*
City
Idaho Power Company
Cogeneration and Sm*ll Power Production
MON'I'HTJ POWER PRODUCTION AND SWITCHING REPORT
Month Ycrr
ProJtct Number:
Phone Numbcrr
Stnte zip
li'ecitity
0utpui
litation
Ulgnc
Stntion
LI*nee
Mctered
Mrximum Gentrotlon
kw
Meler Nltmhar:
Ilnd ol Month kWh Meter Rerdingr
Begirrning of Month kWh Mcter:
Difference:
Times Metcr Constant:
kWh for the Month:
Metered Demsnd:
Brerker Opening Record
flnlo Time Mslcs
[FeFker Ooenino Rooson Codes
Lack of Adequale Prltne Mover
Forced Outage of facllitY
Disturbance of [PCn SYctem
Schedulcd Mslntenance
Testlng of Protection SYrtcms
Ceuee Unknown
Other (Explsln)
Rea*on
I
I
Brrsker Closing Record
I)ote Tine MEIEr
'l
I
2t
I
5
5
7
I hereby certify that the *bove mctcr readidg$ Nre
truc snd corrcct as of Midnight on the last day of thc
above monrh ffnd thst lbe Bwltchlllg record ls accuralc
ond complete ar required by the Flrm tsnergy S$le$
Agrecmcnt to *hlch I om a Porty.
Signrturl
28-
?18/2005
EXHIBIT 804
cAsE NO. IPC-E-1*22
D, NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 30
A-2 ROUTINE REPORTING
ldaho Power Contact Informstion
tlflrt@
Call daily by l0 a.m., l-8(D:ltrS*l!2& or l-80G635-1093 and leave the following
informrtion:
r Project Identification - Pnoject Name and Project Number. Current Meter Readingr Estimated Generation for the current dayr Estirnated Generation for the next day
Planned and Unalpned hoiect outares
Cull l-8fi)-345 l3l9 ond leave the following information:
r Projcct ldentification - Project Name *nd Project Number
o Approximate tirnc outage occurredo Eutimrted dny and tirne of project coming back online
Setler' s Contast-!qformution
24-Hour Prciect Ooerstional Contflct
Nanre:
Telephone Number:
Cell Phone:
Proiect,9F-site Contact infunatiotr
Telephone Numbcr:
-29-
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON. IDAHO WND PARTNERS, LLC
2nPU4 Page 31
APPENDIX-E
FACILITY AND POINT OF DELIVERY
PROJECT NO.3r315075
OREGON TRAIL WIND PARK
B-I DESCRTPTION OF FACILITY
The Fucility will consist of 7 GB Wind turbines model 77 SLE with individual generator ratings
of L5 MW for each unit, for a total Facility generator rating of 10."5 MW.
8.2 LOCATIONOFFACILITY
Ncar: Hugcrman. Idoho
Sections: ,!.6.7.12 Township: 7$. Rangc: I2E County: TwinFslls ldaho.
R.3 .SCHBDIN.ED FIRST ENERCY AND OPERATION DATE
Seller has selected Dpcefnber 31. 2005 as the estirnated Scheduled First Energy Date.
Seller haq selectcd Januar,v 15. ?S06, as the estimated Scheduled Operation Date.
In making these setections, Seller recognizes that adequate testing of the Facility and completion
of all rcquirernents in paragraph 5.2 of this Agreeroent must be conrpleted prior to the project
being grantcd an Operation Datc. Idaho Power, based on the infornration supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
B-4 MAXIMLIM CAPACITY AMOLJNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. This
value ie the maximum energy (MW) thet potentially could be dcliveted by the Seller's Facility to
the Idaho Power electrical system at afiy monrent in time.
- 30-
2n3n@5
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnV4 Page 32
B-.5 I'OIN"I'CIF DELIVERY
"Point of Delivery" mean$, unless otherwise agreed try hoth Parties, the point o[ where the Sellers
Fflcility'$ energy is tlellvered to the ldaho Power electrical $y$tcm. 'I'he ldsho Power Cenerarlon
Interconnection process will dctenlline the specific Point of Delivery firr thirt Facility. Upon
completion of the Ceneration Interconnection proccss the Point ol Delivery identified by this
proccss will trc.aomc tn intcgral port of this Agroenroni.
LOSSES
lf lhr ldaho Rrwrrr Mclering equipnrent is capahle of measuring the exact energy deliveries by the
Sellcr to the Idaho Powcrelectrical $y$tenl at the Point of Delivery, no Losses will bc calculated
for this Facility. t[ the ldaho Power Metering is unable to nrcasure the exact cnergy dctivcrics by
the Seller to the Idalro Power slectrical systcm at the Point of Delivery, a Losses calculation will
be establishcd to rrrcosure the energy losses (kWh) bctween the Seller's Facility and the ldaho
Power Point of Delivery, 'l'his loss calculation will he rnrtrally set al 2'/o ol the kwh cfiergy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipnrnt specifiqationr (transfornrer loss
speuiliuatiuus, cuuductul siz.cs, ctc) ol'trll of thc clcctrical cquiprrrcnt bctwccn thc Facility and thc
Idaho Power electrical system, Idaho Power will configurc a revised loss calculation forrnula to
be agreed to by both parties and used to calculate the kwh Losues for the remaining term of the
Agrcement. If at enytine during the lerm of this Agreement, ld:rho Power rlnlermineq lh$l the
loss calculntion do€s nat correctly reflect the actual kWh losses attributed to the electrical
eguipm€nt betwcen thc Facility and the Idaho Power electrical sy$tem, Idaho Power may adjust
the calculation and retroactivcly adiust the previous month$ kWh loss calculations.
B.7 METERING AI.ID TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telenetry
- 31-
t]-6
2^&t2M5
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 33
B-7
cquiptneltt rlntst he able to providc end record hourly energy deliveries to the Point o[ Delivcry
and auy other ensrgy mcasurernents required to fldminister this Agreement. 'l'hese specilications
will inctu<le bur nor be llmited to equipment specifications, eqtllprnenr locarlon. lelalro Power
provided equipment, Scller provieled equiprnent, and all costs associatcd with the equipmcnt,
dcsign and installation of the ldaho Powcr provided equiptnent. The entire Generation
Intcrconncction proccrrs, irrcluding hut not limitcd 1$ thc equiprrrcnt *pecificotion$ and
tequiremint$ will beconre un integral pnn of this Agreement. Seller will arrange l'or and makc
avuilablc tt Seller's cost c.omnrunication circui((s) compatible to Idaho Power's sonlmuuications
nqnipnrcnl and dcdicnted to Idaho Power's rrse terminating at the ldaho Power facilities capnhle of
providing Idaho Power with continuous instantaneous information on the liacilities energy
production. Idaho Power provided equiprnent will be owncd and rrraintaincd by ldaho Power,
with total eo$t of purohase, instdlation, oper$tiont and nraintenance, including administrative cost
to bc rcimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 ,and thc totill nrctering cost will be included in the cslculation ot the Monthly
Operation and Maintenance Charges specified in Schedulc 72.
SPECIAL TACILITIN.S
The ldahtl Power Generation Interconnection process will detertnine the Special Facility
requirements for this Facility, These specifications will include but not be limited to equipment
specific*tion*, equipment loeation, lrJaho Power provided eqrripmenl, Seller provided equipment,
and all costs a$sociated with the equipment, design and installation of the Idaho Power provided
equipment. The entire Generation Interconnection process, including but not linrited to the
equiprnent specifications and reqrrirements will becomc an integal part of this Agreenrent. Idaho
Power owned equipment will he maintained by ldaho Power, with total corit of purchase,
installation, operation, and maintenance. including administrative co$t to be rcimbursed to ldaho
Power by the Seller. Paynrent of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
- 7)-
2ltEnMs
EXHIBIT 804
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nt2014 page 34
B-8
Maintenance Charges specilied in Schedule 72.
REACTIVE I'OWER
'l'hc lclahs Power Uencration lnterconnection proccss will determine rhe reacrive powcr rcquircd
to be supplied by klaho Powcr to the Seller, based upon intbrmation provided by the Seller. The
Ceneration Intcrconnection proccss will spccify the equipnrent required on the ldaho Power
systcrl to rnoct thc liucility's rpfletivc powcr rcquircmcnls. Thcrc specificationa will include but
not he limited to equiplnent sgrcifications, equipment location, ldaho Power provided equipnrent,
Seller provided cquiprne.nt, and flll corits associatcd with the equipnrent, design and installation of
thc- Idaho Power prrvirletl erpriptrrenl The entire Gexcrnliolr ltrterconnection process. inclucling
but not linritetl to thc equipment specifications and requirements will beconte an irrtegral part ol
this Agreentent. Idaho Powcr owned equiprnent will tre rnaintaitcd by ldaho Power, with tatal
cost of purchase, installation, opcration, and nraintenance, including administrative cost to be
reirnbur$e.d to ldaho Power by thc .Seller. Payment of these costs will he in accordance with
Schedule 72 and thc total reactive power cost will tre rncluded in the calculatlon ot the Monthly
Opcration and Mrintenrnce Charges specified in Schedulc 72.
DISC0NNHC'I]oN EQUIPMEN I'
Disconnection Equipment is required to insurc that the Scller's Facility will be disconnccted from
Idaho Power's system in the event of (l) the Sellers dclivery of energy exceeds the Maximum
Captuity Atrurrtrt or' (2) Idaho Powcr or thc Scllcr rcquirc intcrnrption or curtsilmsnt of cncrgy
delivcries to Idaho Power or (3) n disturbance on either ltlaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnertion
Equipment specifications rrnd reqttirements lhr thic l.neility, this eqrripment is for prolertion of
the ldaho Power systent nnd equipment only. These specificationt will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided eqrripment. Seller will install all Seller providcd equipment, conrrol wirt
- 33-
B-9
:/ I 8/2005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 35
trnd conduit necessary for the opcration of thc Disconnection Equipment. Through the
Ceneration Interconnection process, ldaho Power will supply details for the disconnection panel
ilnd wlll telil the equipnrent prlor to any operations of the Facility. Seller will provide drawings of
rheir interconnection wiring lor cngincering approval prior to installation, The entire Generation
lntcrcr:nnection proce$s, including but not limited to the equipment specitications and
rcquircnrcnts will bccomc an irrtogral pnrt of this Agrccrncnt, Iduho Powcr owncd cquipn:cnt will
be nmintained by Idaho Powcr, with total cost of purchase, installation, operation, trnd
nraintenance, including administrative co$t to he reimbur*ed to Idaho Power by the Seller.
Paynrc,ot of the(e coslq will he in accordance with Schedule "l?. and the. total f)isconnection
Equipment cost will be included in the calculntion of the Monthly Operation and Maintenance
Charges sgrecified in Schedule 72.
B-r0 cos'fs
The Idaho Power Ceneration Interconnection proce$$ and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system. including but not linrited to the cost of
Metering equiprrrent, Tclemetry equipment, Special Facilities, Reactive Power, Disconnection
equtpmenl. PtatGsltan equtpment ond lnterconnection L,quipment. As specifie<t tn the Generation
Intcrconnection process and in accordance with Schedule 72 and this Agrecmcnt the Seller will
reimburite klaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction chargcs as spccificd abovo, during thc tcrm of this Agrccmcnt, Scllcr
will pay Idaho Power the monthty opcration and maintenance charge specified in Schedule ?2 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the rnonth following the date whieh ldaho Power has cornplete.rl instnllation nf the
Idaho Power provided equipment and the interconnection equipment is available for ure by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Sellcr in accordance with Schedule 72. Upon reconciliation of the actual costs. in
accordflnce with Sshedule 72 the monthly opcrations and tnaintenance charge will be adjusted to
.34-
?t8/2005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 36
reflect the sctual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by ldabo Power. Idaho
Power will rEfund or Seller will rcmit any underpaymonr of rhe adJusred monrhly operarions and
maintenauce charge within sixty (60) days of the determination of this amount.
B-II SALVACE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the rcnuining value of those Idaho Power
frrrnirherl Inte.n-onnectinn Facilitics at req*ircd rrnder Sche,drrle 72, the Generafion
Interconnection Proceis and/or described in this Agreemcnt, less the cost of removal and transt'er
to ldflho Powerb neorest warehouse, if the Interconncction Facilities will bc rcmoved. If Scller
electr not to obt&in ownership of the Interconnection Facilities but instead wirhes that Idaho
Power reimburre the Seller for said Facilities the Seller may invoice ldaho Power for the net
salvage value as estimated by ldaho Power and kluho Power shall pay such amount to Seller
within thirty (30) days after receipt of thc invoice. Seller shalt have thc right to offset tlrc invoice
*rrrount qgninst eny pre$ent or future paymenh due ldaho Powcr.
- 35-
AETENDIXE
ENG INEER S CERTtrICATION
or
OPERATIONS & MAINTENANCE POLICY
The undersigneel , on behalf ol himself and
hereinafier collectivcly refcrred to as "Enginecr,"
herehy etates and cerfifiet tn lhe Sellcr ns follnws'
l. 'that Engineer is a Licenscd Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewcd thc F.nergy Sales Agreement. hereinafter "Agreement," betweerr
Idaho Power as Buyer, and as Seller, datcd
3. That the cogencration or srnall power production project which is the subject of the Agreement
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 37
and is hereinalier retbrred to asand this Statement is identified as IPCo Facility No.
thc "Projrct."
4. That the Project. which is commonly known a$ the
Prujcut, ir lucatcd iu Scctirrn _, Townslrip
Ranse
-,
Boise Mcridian,County, ldaho.
.5. That Engineer recognizes that (he Agreement provides for the Project to furnish electrical energy
to Idsho P<rwer for a twenty (20) year pcriod.
6. That Engineer has substanlial experience in the design, construction and operation of clectric
powcr plants of the same type as this Project,
7. That Engineer has no economic relationship to fte Design Engineer of this Proiect.
8. That Engineer hss reviewed and/or supervised the review of the Policy fbr Operation and
Maintenanee ("O&M") for this Project and it is his professional opinion that, provided said Project has
bcen designed and built to appropriote standards, adhorence to said 0&M Policy will result in the
- 36-
?/t8n(n5
EXHIBIT 804
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nP0'14 Page 38
Project's producing st or nenr the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Englneer recognlees that Iduho Pt"rwcr, in aqsordanee with parugruph 5.2 uf thc Agrcurrrcut,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certilies that the above statements are complcte, true and Bccurate to the best of his
knowlcdgo ond thcrotbrc scts his harrd ond eesl below.
(P.8. Stamp)
Date
By
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 39
ATPfNPULE
ENGINEER'S CERTIFICATION
OF
ONGOINC OPERATIONS AND MAIN'TTNANCE
The undcrsigncd on bshalf of hinrself ond
hereinaflcr collectively relcrnrd to as "Engineer." hcrchy
states and cerlities to the Seller as follows:
I That F.nginenr is $ l.icr:nsrrd Professionnl Hngineer in good sranding in the.State of ldaho,
2. That Engineer has revicwcd the Energy Sales Agreement, hereinafter "Agreemen(." between
Idaho Power ns Buyer, and
-
as Sellcr, dated
3. Thut the cogsneration or slnall power production project which is the subject of the Agreernent
and this Statement is idcntified as IPCo Facility No.and hereinafter referre.d to as the
"Project".
4, That the Projcct, which l8 conllnonly kuown
the
nujcl:t, is loeutcd ut
5. That Engineer recognizes that the Agreement provides for the Project to furnish elecmical energy
to Idnho Power ferr a twenLy (20) year pcriod.
6. That Engineer has substanti*l e.tperience in the design, constnrction and oparrrtinn r-rf clec:tric
power plants of the same type as this Project.
7. That Engineer hali no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and rnaintenance
records since the last prcvious certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that it$ ongoing 0&M has bccn substuntially in nccordance with said O&M Policy;
that it is in reasonahly good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efllciency and plant factor for the
38-
atanool
EXHIBIT 804
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 40
rcmaining year$ 0f the Agreement.
9. That Engineer rccognizes that ldaho Powar, in accordnnce with pnragraph 5.2 of the Agreement,
rs relylng on [ingineer's rcpre$entations and oplnlons conralned ln this Surement.
10, That Engineer cenifies that th€ above $taterlcnts rre complete, true and accurate to the best of his
knowledge and therefore sets his hand und seal below.
(P.E. Stamp)
Date
By
- 39-
EXHIBIT 804
CASE NO, IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 41
APPENDIX C
ENGINEERS CERTIFICATION
OF
DESICN & CONSTRUCTION ADEQUACY
The undersigned on bchnlf of hirnsell' and
hereinafter collectively refered to as "Engineer",
hereby states and ccrtifics to ldaho Power as ltrllows:
l. That Enginccr is a License<l Professional Enginecr in goo<l standing in the Stnte of ldaho.
2. Thar Hngineer has reviewed the Firnr Energy Sales Agreement, hereinaller "Agreemenl",
hetween ldaho Power as Buycr. and a.s Seller, datcd
3. That the cogeneration or small powcr production project which is the subject of the
and is hereinafterAgreement and ihis Statemcnt is identified as IPCo Facility No
ret'erred to as the "Project".
4, That the Project, which is contttonly known a6 thl:
Proicct. is locatcd in Section . Townshio
Ranee . Boise Mcridian,County, Idaho.
5. That Engineer rccogrizes thilt the Agreement provides for the Project to furnish electrical
energy to ldaho Power for a
-
( ) year period.
6. That Engineer has substantial cxpcrience in the design, construction and operation of
oleetric pcrwer plants of thc sntne lylrc aB this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
E. That Engineer has reviewed the engineering design and con$truction of the Projcct,
including the civil work, electrical work, generating equipnrcnt, prime mover conveyance systern, Seller
furnishecl Interconnection Facilities and other Project facilities and equipment.
- 40-
u r812005
EXHIBIT 804
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 42
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and con$i$tent with Prudent Electrical Practices fls that term is described in the
Agreernent,
10. That the design and construction of the Project is such that with re.asonable and prudent
operation and maintenrnce practices by Seller, the Project is capahle of performing in accordance with the
terms of rhe Agreement antl witlr Pr ur.lerrt El?r;trisal Fracticcs for a
-*"
(-) ycar pcriod.
I l. Thut Engineer recognizes that Idaho Power, in uccordance with paragmph 5.2 of the
AgreenEnt, in intcrconnecting the Project with its systenr, is relying on Engineer's representalions nnd
opinions contained in thie Ststenrent.
12. That Engineer certifies that the above statemcnts are complete, true and accurate to the
best ofhis knowledge and thereforc sets his hand and seal below.
(P.E, Stamp)
Date
By
- 41-
EXHIBIT 805
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
EXHIBIT 805
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 1
I.IIITM IiN},IICY SALES ACITI]EMIINT
BETWEEN
II)AHO I'OWBIT COMPANY
ANI)
SAI,MON FALLS WIND PARK LLC:
'TANLII OT CONTENTS
'l'fl1.8
l)efinitious
No Relinncc on ldttltu Powcr
Warrnrrtics
(bnrlitirrrrs lo A*cclrttuce oI lincrgy
'Icrnr lrrtl 0porittian l)rte
Purclursc trnrl Snls of Nct l-lncrgy
Purulrnsc t'ricc nrrl Mothrxl o[ l]lyrrrent
l,,rrvinrrrrnt:nlul n ltl'ibule$
'r-nc i I ity iul(l Intercon llect ion
Disconncctlon Utpriprncnt
Mctcriilg and'lbhtnrltry
ltcconlr
l'rolcclion
Opcrntions
Indctttni ficnt ior arr<l lrrsururncu
l;irrcc Majcure
l,lncl Ilights
l,ittril i tyl l.)trdicutiou
Sevcml Obligltions
Wnivcl
(lhoiec ul l.nws rrntl Vrlrrue
Disputcs untl Defnult
Cevernn$rrtnl Aut horiznt irrrr
Crtrttntirtsiurr ()rrlcr
Srrcces$ors lntl Asrigns
Moditicltion
Tnxes
Notices
Additionnl 'lbnns and Conditions
lievcrahility
Countcrpnrts
lhtirc Agrcorrrcnl Signnlurcs
Appenttix A
Appcndix ll
Appcudix C
.'fin : i
?t;!litlll'i f $ trl{ t1: $!
l. l, \, i(J
r-,1 tl.l t ll-5 ,ji,'il&18''o*
Auisl-e
I
.,
3
4
.1
6
7
I
<)
t0
ll
l2
t3
t4
t5
r6
t7
il1
t9
20
2t
22
23
24
75
26
)1
211
,(l
30
3l
32
r0ltu2005
EXHIBIT 805:r3-D---
D, NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 2
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
SALMON FALLS WIND PARKtLE
Project Number: 3 1618 100
THI$ AGREEMENT, entered into on rhis 1 I
-d
ay of O o* 2005 between
SALMONFALLS WIND PARK, an Idaho limited liability company (Scller), and IDAHOPOWER
COMPANY, an Ielaho corpr:ration (ldaho Power), hereinafter sometimes relbrred to colleetively as
"Parties" or individuolty as "Party."
WITUH$$ffiLL
WI{8REAS, Seller will tlesign, constnrct, own, maintain and operatc an electric generation
facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is willing to purchase, firrn electric energy
,produced try the .$eller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hercinafter set forth, the
Partics agrcc a.s follows:
AR:IICLEIDEEUIIIIANS
As used in this Agreement and the appendice$ attached hereto, the following ternn
shall have the ftrllowing meanirrg$:
1.1 "Commission" - The Idaho hrblic tltilities Commissiorr.
1.2 'Cp!,]!tgct Yg.a:" - The period commencing ench calendar year on the same calendar <late as thc
Operation Date and ending 364 days thereafler.
1.3 "Designateel DispsrqLEagjlity" - Idaho Pswer's Systems Operations Croup, or any subseguent
group dcsignated by ldaho Power.
1.4 "Digqonnection Equipment" - All eqniprnent specified in Schcdule 72 and the Generation
Interconnection Process and any adqlilional equipmcnt specified in Appendix B.
1.5 "Facilit)," - That electric generation facility desmibed in Appcndix B of this Agreement.
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EXHIBIT 805-m-
l5
1.7
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 3
"First Energy Date" - I'he day commencing at fi)01 lrours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
'Ceneration Intsrconne '- Idaho Power's generation inteironnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
"lnadyertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
rnore particularly described in paragraph 7.3 of this Agreement.
"Interconnectien-Facilities'l - All cquipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment speeified in Appendix B.
"InitialCapacity l)ctermination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 rverage MW
per monft and is thereforc cligible to be paicl the published rates in accordancc with Commission
Order No. 29632.
sl-osses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transforrnation and transmission rrf energy between the point where the Facility's energy is
metered and the point the Facility's ensrgy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
'Ma*glE0gICy-CqE1" - Eighty-five psrcent (85%) of the weighted average of the daily on-peak
and off-peak Dow Joncs Mid{olumbia Index (Dow Jones Mid-C lndex) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by thc reporting agency, both
Partics will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agresments
and a commonly used index by the electrical industry.
"MB!.eI!-gl-Breggb" - A Default (paragraph 22.2.1) subject to paragraph 22.2.?..
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EXHIBIT 805
CASE NO. IPC€J
D. NELSON, IDAHO WND PARTNERS, LLC
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I .14 "Maximum Capacity A " - Ths maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
Ll5 "Mgledng_Eqqig$90fl - Allequipment specified in Schedule 72,the Gcncration Interconnection
Process, this Agrecment and any additional equipment specified in Appendix B rcquircd to
mea$ure, record and telenrcter power flows between the Seller's electric generation plant and
Idaho Power's system.
Ll6 "Net Energy" - All of the electric cnergy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to ldaho Power at
the Point of Delivcry for the full term of the Agreen)ent. Net Encrgy does not inelutle Inadvertent
Energy.
l.17 "QpgISig!.-DA!e" - The day commencing at 0001 hours, Mountain Tirne, fotlowing the clay that
all requirements of paragraph 5.2 have been completcd.
L l8 'Psi4-st De[ygy" - The location specified in Appendix B, where ldaho Power's and the
Seller's clectrical facilities are interconnected.
l.1q "Prudent Fleqtrical Practices" - Those practicc$, methods and equipment that are cornmonly and
ordinarily used in electrical engineering and operations to operate clcctric equipmcnt lawfully,
safely, dependably, efficiently and economically.
L?0 'ScneAufea Operatl " - The tlatc specified in Appeudix B when Sellcr a.tieipatcs
achieving the 0peration Date,
Lzl "Schedule 72" - Idaho Power's'I'ariff No l0l, Schedule 72 or its successor schedules as
approvecl by the Commission,
1.22 r'Ssason" - The threc periods idcntified in paragraph 6.2.1 of this Agreemcnt.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lincs and
transformers as clescribed in Appendix B, Schedule 72 or the Generation lnterconnection Proccss
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "S!gdU-lJS" - Electric eoergy that is used to operste equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
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EXHIBIT 805.CASFNC-tPe-t.13.22-
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 5
"$.Uf,plUg-Elglgy" - (l) Net Energy produced by the Seller's liacility and delivered to the Idaho
Power electrical system during the month which exceeds t l0% of the monthly Net Energy
Amonnt for the corresponding month speeified in paragraph 6.2, or (2) If the Net Energy
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month ie less than 907o of the monthly Net Energy Amount for thc corn:sponding month
specified in paragraph 6.2, then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month or (3) All Net Hnergy produced by the Seller's Facility and
delivered by the Facility to the ldaho Power electrical system prior to thc Opcration f)atc,
"Total Cost of the FaciW" -'l'he total eost of structures, equipment and nppufienances.
ARTICLE tr: No RELIANQI|,QII,IDAHS*PQWEB
Seller Independq[t InveqtigJrlion - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Scller of the obligations set forth herein, Seller has
investigated and cleterrnined that it is capable of performing hereunder and has not rclicd upon
the advice, cxperionce or expertise of ldaho Power in connection with thc transactions
contemplated by this Agreement.
Seller Independcnt Expluls - All professionals or experts including, but not limited to, engincers,
attorneys or accountants, that Seller may have consulted or relied on in undetaking the
transactions contcmplatcd by this Agreement have been solely those of Seller.
ARTICI,B tII: WARRANTIES
No V{arranty by ldaho Power - fuiy reviewt acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, rcgarding any aspect of
Seller's design, specifications, cquiprnent or facilities, including, but not limited to, safety,
durability, reliability, str€flgth, capacity, adequacy or economic feasibility.
QualifyingFacility Statul - Seller warrants that the Facility is a "Qualifying Facility," as that term
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EXHIBIT 805
eASFNOrlPe.t lii.22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 6
is used and defined in IB CFR 8292.207. After initial qualification, Seller wiil take such $teps as
may be rcquired to maintain the Facility's Qualifying Facility status during the term of this
Agreoment and Seller's failure to maintain Qualifying Facility status will be a Material Breach of
this Agreement. Idaho Power reserves thc right to review the Seller's Qualifying Facility status
and associated support and compliance document* at anytime during the term of this Agreement.
ARTICLE Iv: CONDTTIQN$ To ACCEPTANCE or ENHBGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance o[ deliveries of
enorgy from the Seller, Sellcr shall:
4. L 1 Submit proof to Idaho Power that all licenses, permits nr approvals necessary for Seller's
oporations have been obtaincd from applieable federal, stflte or local authorities,
including, but not limited to, evidence of compliance with Subpail B, l8 CFR292.207 .
4.1 .2 Ooinion of Counsel - Subrnit to Idaho Power an Opinion Letter signcd by an attorney
admitted to prectice and in good standing in tlic Statc of l<laho providing an
opinion that $eller's licenses, perrnits and approvals as set fomh in paragraph 4.1.1
above arc legnlly and validly issued, are held in the narnc ofthe $eller and, based on
a reasonable indepondent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the clate of the Opiuion Lettcr. The Opinion Letter
will be in a lorm acceptable to Idaho Power and will acknowledge that the attorney
rcndering the opinion understands that Islaho Power is relying on said opinion. Idaho
Power's accepttrnce of the form will not be unreusonably withheld. The Opinion Letter
will be govemed by and shall be intcrpreted in accordnnce with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Initial-eflSIrc-ily DElermination - Submit to ldaho Power snch data as Idaho Power may
reasonably requirc to perform the Initial Capacity Detcrmination. Such data will include
but not be limited to, equipment specificntions, primc movcr data, resource
characteristic$, normal anrUor avsrage opersting design conditions and Station Use data.
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EXHIBIT 805
5.1
5.2
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 7
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, rsquest additional data to conplete the Initial Capacity Determination within a
reasonable time.
4.1.4 Hn8ineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as dcscribed in Commission Orcler No.2t690, These cefiificates will be
in the form specified in Appendix C but may be modified to the extent neces$ary to
recogniz.e the differcnt engineering disciplines providing the certificates.
4.1.5 Instrrance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 lnterconnection - Provide writtcn proof to Idaho Power that all Schedule 72 ttul,d
Generation Interconnection Process requirements have been completed.
4.1.? Written Accpptqqqg - Request an<l obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such writtcn confirmation shall be
provided within a cornmercially reasonablc tinre firtlowing the Seller's reqllest and will
not be unreasonably withheld by ldaho Power,
ARTICLH *.]'ElsM AND ()PENNUON NATN
'I.grm . Subject to the provisions of paragraph 5.2 below, ttris Agreement shall hecome effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Ycars from the Operation Date.
Operation Date - The Operation Date rnay occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received
c) Seller has demonstrated to Idaho Powcr's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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5.3
EXHIBIT 805rc-73:zz-
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page I
Operation Dste in wri(tsn form.
d) Seller has requested an Operation Date from ldaho Power in a written forrnat.
e) Seller has received written confirmation from Idaho Powcr of the Operation Date.
This confirrnation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Opration
Date will be an event of default.
ARTICLE VI: PUITCHASE AND SALE OF NET ENERGY
Delivery-eulAcgepl$"!.ce-Of-Ngf.g0$Hy - Exeept when either Party's performance is cxcusecl as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to klaho
Power at the Point of Delivery. All Inadvertent Encrgy produced by the Facility will also be
cleliverecl by the Soller to Icraho Power at the Point of Delivery, At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivercd by the Seller 1o
the Point ot Delivery exceed the Maximum Capacity Ameunt.
Net Energy Amounts - Seller intencls to produce and deliver Net Energy in the following monthly
anlounts:
6.2.1 lnitial YeAI Mailhly-Net Fnersy Amounts:
6.1
6.2
Scason I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
. kwh
5,447,744
5,565,060
5,O2'l ,112
4,065,190
3,77?.,578
4,041,053
5,330,750
4,700,332
4,479,040
4,757,415
4,203,187
3,436&21
Season 3
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EXHIBIT 805' ---GASEI\Io. Irc-E-1322'
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 9
6.2.2 OngoingMontlrly-NelFnetgy*A"mq:rnts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (lnitial Year Monthly Net Energy Amounts)
and beginning at the Bnd oF month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates, This information
will be provided to Idaho Power by written noticc in accordanee with paragraph 28.1. no
latcr than 5:00 PM of the 5'h day following the end of the previous nlonth. If the Seller
does not providc the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 rnonths of the Initial Year Monthly Net Encrgy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Nct En.eJgy Altount
6.2-3-l No later than the Operation Date, by written notice given to Iclaho Powcr in
accordnnce with paragraph 28.1, the Scller may revise all of the previously
providcd Initial Ycar Monthly Net F.nergy Amounts.
6.2.3.2 tleginning with the end of the 3d month after the Opcration Date and at the end
of cvcry third rnonth thereafter: (l) the Seller may not revise the immediate next
thrce months of previously provided Net Energy Amounts, (2) but try written
notice given to Idaho pn**, in acconlanee with paragraph 28.1, no later than
5;00 PM of the 5n day following the end of the previous month, the Seller may
revise all other previously providcd Net tsnergy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an elcction of no
change.
6.2,4 Idaho Power Adjustment of Net Energy" AmquB! - If Idaho Power is excused fronl
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Scller declares
a Susponsion of Energy Deliveries as specified in paragraph 14.3.1 ancl the Sellcr's
declared Suspension of Energy Deliveries is accepted by ldaho Power, the Net Energy
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EXHIBIT 805-"-"--"-CASENO.IPC:E-'|3-22'*
D. NELSON, IDAHO WND PARTNERS, LLC
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Amount as specified in paragraph 6.2 for the specific month in which the rcduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA =
SGU *
TGU -
RSH =
Current Month's Net Energy Amount (Paragraph 6.2)
If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as detined below.
If the Seller declares a Suspention of Encrgy Deliveries as
specified in paragraph 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
c{u$ing the Seller to declarc a Suspension of B,nergy
Deliveries.
Sum of all of the individuat gcncrator ratings of the generation
tunits at this Facility as specified in Appendix B of this
agrrement.
Actual hours the Facility's Ner Energy deliveries were either
reduced or suspi:nded undcr par&graph 14,2.1 or 14.3.1
= Actual total hours in the current month
Rq_+ll!ipg_formula beins;
a.)
b.)
TH
Adiusted
Nei Energy = NEA
Amount
SGUxNEA\X
TGU /(((ffi))
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculaiions for
only the specific month in which ldaho Power was excuscd from acccpting the Sellcr's Net
Energy or the Seller declarcd a Suspension of Energy.
unless excused hy an event of Force Majeurc, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (107o) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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EXHIBIT 805- --"etrsE No. IPC:E-1 3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 11
ARTICLE VII; PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchnse Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization flactors applied:
7.1
Ycar
2005
e006
2007
2008
2009
2010
2011
2012
2013
2014
201 5
201 6
2017
201 I
201 I
2020
2021
2022
2023
2424
2025
2026
Season I - ('13.50V0)
Mills/klV"h
37.00
37.85
38.79
39.62
40.53
41.44
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
53.28
54.51
55.76
57.05
58.37
59.72
Season2 -U}A.WVo)
Mills&Wh
60.41
61,80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
. 77.62
79.40
81.24
83.41
85.02
86.99
88.99
91.04
93.'14
s5.29
97.50
Season3 -(1m.00%)
MiUs4cl{h
50.34
51.50
52.6S
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.7A
69.26
70.85
72,49
74.16
75.87
77.62
79.41
81.25
7.2
7.3
$tUtttU,flige3gy ftiS - For all Surplus Energy,Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purcha.ce Price specified in paragraph T.l,
whichcvcr is lower.
Inadvertent Energy -
7.3.1 lnadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was <lelivered. (For
example January contains 744 hours. 744 hours times 10,000 kW . 7,440,000 kWh.
Energy delivered in January in excess of 7940, 000 kwh in this example would be
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EXHIBIT 805- ---*-*-'cxsETq,o;IPCE43:22* -'
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 12
Inadvertent Energy.)
1.3.2 Although $ellcr intends to design and opcrate the Faeility io generato no more than l0
average. MW and therefore doe$ not intencl to gonerate hadvertent Energ!, Idaho Power
will accept Inadvertent Energy that does Rot excoed the Maximum eapacily Amount but
will not purchasc or pay for Inadvertent Energy
Pay$sttllps.g nate * Energy peyrxnl$ to the Seller will bc clisbur*od within 30 days of the date
which ldaho Power rceeives and accepts the documentation of the morthly Not Hnergy and
Inadvcrtent Energy actually proeluccel by the Seller's Facility and delivcred to ldaho Powcr as
specified in Appcndix A.
Conti$uirlrJuri-rdiction of the Co$r?ig{ign *This Agreement i$ a special corltraet and, as such,
the rates, terms *nd conditions contained in this Agreement will be construed in accqrdance with
Ielaho PSrugreompsry-y--ldsha-PublisJ-tilitisg-gsggusstSLen*A&On Ercrgy-l1rs., l0? Idaho
78 I , 693 P.?d 421 ( 1984); I,&ho Power Comsa{y,y. ldaho Public Utilities e_qJumission, 107
Idaho 1122,695 F,zd I 261 (1985); 4fip,r-Lteigy. lnc. v, Idaho"FSwgl$ompany, l l l ldaho 925,
729 F.2d a00 (1986); Section 210 of the Public Utilities Rcgulatory Policies Act of lgTB and l8
cl.lt $?92.303-308"
8, 1 ldaho Power r- bibutes. Environmental
Attributes include, but are not limited to, Green Tag*, Oreen Certificates, Renewable Energy
Credits (Rfe*) and Tradable Reircwable eertificates (TRC*) elirectly associated with the
production of energy from thc Seller's Facility.
ARTICLE D(: FAf,&lTY AND INTERCOJINECTION
Desigq.gf-Eggilil, - Seller will design, eon$trust, install, own, operate and maintain the Facility
and any Seller-owned lnterconnection Facilities $o as to allcw .rafe and reliable generation *nd
delivery of Net Hnergy and Inadvertent Ensrgy to the Idaho Power Point of Delivery for the full
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EXHIBIT 805re:
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 13
term of the Agreement.
Intercontreclip[-Eqqilities - Except as specifically provided for in this Agreemcnt, the required
Interconnection Facilities will be in accordance with Schedule 72,lhe Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation lnterconnection Process, including but not limited to
initial costs incurred by Idaho Powcr for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenafice expenses,
AIiTICLE X: DISCONNECTIQN EOUIPMENT
Except as specitlcally provicled for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Procesr and Appendix B.
The Seller is responsible for all costs associated with this equipment. as specified in Schedule 72
and thc Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and ldaho Power ongoing monthly operations
and monthly maintenance expcn$cs.
ARTICI"E XT- "ME:I!}IUCINDJI ILEME'TEY
Metering and Telernetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutus.lly agreed upon location to record and
measure power flows to Idaho Ilower in accordancc with Schcdule 72, Ceneration
lnterconnection Proccss and Appendix B of this Agreement. The Metering Frluipment witl be at
the location and the type required to measnre, record and rsport the Facility's Net Bnergy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy mea$urement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by ldaho Power for inspecting
and testing such equipmenl at reasonflble intervals at Idaho Power's actual cost of providing this
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D. NELSON, IDAHO W|ND PARTNERS, LLC
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Metering Equipment and services. The Mctering F,quipment shall be at the location described in
Appendix B of this Agreemcnt. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
11.2 Meterlnspection -Idaho Power shall inspect installations annually and test rneters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requccted by Seller, Idaho Power shall make a special inspection or tetrt of a
meter and Seller shall pay the reasonable costs of such special inspection, Both Parties shall be
notifietl of the timc whcn any inspection or te$t shall take placc, ancl each Party may have
representative$ present at the test or inspection. If a mcter is found to be inaccurate or defective,
it shall,be ndjusted, rcpaired or rcplaeed, at ldaho Power's expense in order to provide accurate
metering. [f a meter fails to register, or ifl Lhe rrrcasurement made by a n]eter during a test varies
by more than two perccnt Q. Va) fr<tm the measurement rnade by the standard metcr u$ed in the
test, acljustment (either upward or downward) to the paymenls Sellcr has received shall be made
to correct those paynrents aff'ected by the inaccurete meter tbr the actual period during which
inaccurate measurements werc macle. If thc actual period canuot be detcrminctt, correctioni to
the payments will be based on the shorter of (l) a period equal to oue-half the time from the date
of the last prcvious test of the meter to the clate of the test which established the inaccuracy of the
meter; or (2) six (6) months.
I L3 Itl*rry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be cnpablc of providing ldaho Power with
continuous instantaneous telemctry of $cllcr's Net Energy and Inadvertent Bncrgy produced and
delivered to the Idaho Power Point of Delivery to Idaho Pqwer's Designated Dispatch Facility.
ARTICLE Xtr - RECORDS
Mainte,nance elBegords - $eller shall maintain at the Facility or ruch other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, lnadvertent Encrgy
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EXHIBIT 805
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D. NELSON, IDAHO WND PARTNERS, LLC
2n 12014 Page 1 5
and maximum generation (kW) records in a fonn and content recommended by Idaho Power,
12.2 Insoection - Either Party, after rcasonable rrotice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
lnadvertent Energy and maxinrum generation (kW) records pertaining to the Sellerh Facility.
ARTICLE XIU . PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
liacilities in accordance with Schedule'72,the Ceneration Interconnection Process, AppendixB
of this Agreement, Prudent Electrical Practices, the National H,tectrical Code, tho National
Electrical Safety Coele and any other applicable local, state and federal codes, Seller
acknowledges receipt of the Generation lnterconneetion Process. If, in the reasonable opinion of
Idaho Power, Seller's opcration of the Facility or lnterconnection Facilities is nnsafe or may
otherwise adversefy affect Idaho Power's equipment, pcrsonnel or service to its customcrs, Idaho
Power may physically intemrpt the flr>w r:f energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other rcasonable steps as Idaho Power
deems appropriate. Exccpt in the cnse of nn emergency, klaho Power will attempt to notify Sellcr
of such intemrptitln prior to its occurrence as providetl in paragraph 14,9. Seller shall provide
and maintain adequate protectivc eqnipment sufficient to pruvent damage to the Facility and
Seller-fumishecl Interconrection l.'acilities. In some cases, some of Seller's protective relays will
provide back-up protection for ldaho Powerh facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the ectual cost ofsuch annual tesling.
ARTICLE XIV - OPERATIONS
14.1 eS&rogi$Aligns - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's De$ignated Dispatch Facility in accordance with
Appendix A of this Agrcement"
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14 .2 Energy Acceptance -
14.2.1 ldaho Power shall be excused from accepting and paying for Net Energy or eccepting
Inadvertent Enorgy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so hy an event of Force Majeure, or if Idaho Power
deternrines that curtailment, intermption or reduction of Net Energy or Inadvertent
Energy delivorics is necessary because of line construction or maintenance requirements,
emergencies, electrical systeln operating conditions on its system or aE otherwise required
by Prudent Electrical Practices. If, for reasons othcr than an event of Force Majeure,
l<laho Power requires such a curtailment, intemrption or reduction of Net Energy
deliveries for a pcriod that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reducti()n, Seller will bc deemed to bc deliveriug Net
Energy at a rate equivalcnt to the pro rato deily avsrage of lhe amounts specified for the
*pplicable month ir paragraph 6.2. ldaho Power will notify Seller when the intemrption,
cirrtailment or rcduction is terminated.
14.2.2 tI, in the reasonable opinion r:f Ielaho Power, Seller's opsftrtion of the Facility or
Interconnection Facilities is nnsafe or n'lay otherwise adverscly affcct Itlaho Power's
equipment, pcrsonnel or $crvice to its custorners, Idaho Power may physically intemrpt
the flow of energy from the Facility as specifiecl within Scheclule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Nct Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in irn amount that exceeds the Maximum
Capacity Arnount. Seller's failure to limit deliveries to thc Maximum Capacity Amount
will be a Material Breach of this Agreement.
I 4.3 setter Declared Suspe[glqrsf FnergyJ. _ejiysriej
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is n<lt
causcd by an event of Force Majeure or by neglect, disrepair or lack of arlequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice fts
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provided in paragraph 14.3,2 below, temporarily suspend all deliveries of Net Energy to
ldaho Power from the Facility or from individual generation uni(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specitied (not less than 48 hours) in the written notilication provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occuned, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14,3.2 lt the Seller desires to initiatc a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, the Seller will notify the Designated Dispateh Facility by telephone,
The beginning hour of the Declared Suspension of Energy Deliveries will bc at the
, carliest the next full hour atter making telephone contact with ldaho Power. The Seller
will, withir 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXVIII that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a dcscription of the conelitions that caused
the Seller to initiate a l)eclared Suspension of Energy Dcliveries. Idaho Powcr will
review the <locumentation provided by the Seller to clererrnine I<laho Power's acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Delivcries as specified in paragraph 14.3.1. Idaho Power's acceptance of the Seller's
forced ontage fls an acceptable forced outage will be based upon the clear documcntation
providcd by tho ,$eller that the forced outage is not due elo an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of tho .Seller's Facility,
t4.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall rninimiee voltage
fluctuations and maintain voltage levels acccptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days'notice to thc
Seller, change its nominal opelating voltage level by more than ten percent (10%) at the Point of
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Delivery, in which case Seller shall modity, at ldaho Power's expcnse, Seller's equipment as
necessary to accofirmodate the modified nominal operating voltage level.
14.6 Ogng{.Ator Ramping - Idaho Power, in accordanee with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changcs in power flow.
14.7 Schgduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
wlitten 1:roposed maintenance schedule of significant Faeility maintontnce for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability ofthe proposed schcdule.
The Parties determination a$ to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent tslsctrical Practices, Idaho Power systcm
requirernents and &e Sellcr's prcferred schedule. Neither Party shall unreasonably withhold
acceptancc of the proposed maintenance schedule.
l4.tl Mai-ntenance Coordination - The Seller and Iclaho Power shall, to the extent practical, coordinate
their respectivc line and Facility maintenance schedules such that they oecur simtrltaneously,
14.9 eslB-c]LPuAt lqeurtallogil - Idaho Power will make a reasonable attempt to contact thc Scller
prior to exercising its rightr to curtail, interrupt or reduce deliveries from the Spller's Facility.
Seller understand$ that in the case of ernergency circumstances, real time opsrations of the
electrical system! and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to intemrption, curtailmeut, or reduction of electrical energy deliveries to ldaho
Power.
ARTI9LE. XV; INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to inelemnify the other Party, its
officers. agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expen$e and liability to third person$ for injury to or death of person or ir{ury to property,
proximately caused by the inden:rnifying Party's construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facililies used in conncction with
this Agreement. The indemnifying Party shall, on the other Party's request, defend any suit
asserting a claim esvered by this indemnity. The indemnifying Party shall pay all coets. including
reasonable attomey fees that may be incuned by the other Party in enforcing this indemnity.
15.2 bulangg - During the term of this Agreement, Seller shall serure and continuously cany the
following insurance coverage:
15.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurence, combined single limit.'l'he deductiblc
for such insurance shall be eonsistent with currcnt lnsurance Industry Utility practices for
similar property,
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An cndorsemcnt naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) i#;:ff ;:Jffi::,::'"::"::x"T":*"'
iab,'lv
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4. 1.5 herein and annually
thsreaftcr, Scller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein. evidencing the coverage as set forth above.
SgIEf to.Notify Idaho Power - If the insurance coverage required by
palagraph 15,2 shall lapse tbr any reason, Seller will immcdiatcly notify Idaho Power in writing.
The notice will advise Idaho Power of the specific irason for the lapse and the steps Seller is
taking to reinstfite the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLENY,I. E9RCE MAJEURE
As used in this Agreement, "Force Majeure" or "afl event of Force Majeure" rncans any eause
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D. NELSON, IDAHO WND PARTNERS, LLC
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beyond the control of the Seller or of Idaho Power which, derpite the exercise of due diligence,
such Party is unable to prev€nt or overcome, Force Majeure ineludcs, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbsnces,
eafthquakes, tires, lightning, epidomics, saboiage, or change$ in law or regulation occuning after
the Operation f)ate, which, by the exercise of raasonable foresight such party could not
reasonably have been expected to avoid zurd by the exercise ofdue diligence, it $hall be unable to
averconu. If either Party is rendered wholly or in part unable to perform its obligations under
this Agrcoment because of an event of Force Majeure, both Parries shall be excused fronr
whatever performance is affected by the event of Force Majeure, provided that:
(l) 1'lte non-perforrning Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occuffence.
{2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performcd bcfore such occurrence shnll be excused as a result of such
occulTence.
egfl elp xyu;JANa RI_qHTs
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove ldaho
Power'.t Metering Equipnrnt, lnterconnection Equipment, Disconnection Equipment, Protection
Equipnnnt and other Special Facilities necessary or useful to this A$6ement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easernents and rights-of-way from third parties so as to provide ldaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Powerl approv{l and in recordable form,
UseofPublicRights-of-Way - The Parties ilgree that it is necessary to avoid the adverse
environmental and oprating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to ldaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmentel body the right to ercct, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, $treets and highways, then the use by
Seller o[ such public right-of-way shall be suboxlinate to any futurc usc by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power rnay clairn use of such public right-of-way for such purposes at ttny
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this parugrnph 17.2.
Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph I7.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's lnterconnection
l.acilitics, may rcconstruct Seller'.s Interconncction Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission faeilities along, ovcr ancl
above any public right-of-way acquired from Seller pursuant to paragraph l?.2, attaching Seller's
Interconnection Facilities to such newly constructecl facilities. Except as requirerl by paragraph
17.4, Idaho Power shsll not be requircd to compensate Seller for exercising its rights urder this
paragraph 17.3.
Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existecl prior to Idaho Power's exercising its
rights under this Article XVII. Thercfore, the Paties agrcc that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (l) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submittcd to the Commission for
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resolution and the decision of the Cornmissisn will be binding on the Parties, and (3) shall
provide Sellsr with an interconnectiofi to Idaho Power's sy$tem of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITY: DEDICATION
l8.l Nothing in this Agreement shall be consuued to ercate any duty to, atty 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 Agreerncnt shall ccrnstitute the dedication of that
Party's system or any portion theleof to the other Pany or to the public or affect the status of
Idaho I'ower as an independent public utility corporntion or Seller as an independent individual or
entity.
l9.l
ARTICLE XD(: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the dutics, obligation* and
liabilities of the Pafiies are intendcd to be several arld not joint or collective. Nothing contained
in this Agrecment shall ever be (ronstrucd to crcate an assoeiation, trust, partnership orjoint
ventrrrc or impose a tru$t ar partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agrccment.
ARTICLE XX: WAIVBR
20.I Any waiver at any time by either Party of its rights with re$pect to a default under this Agrcement
or with respect to any other matter$ arising in connection with tlris Agreement shall not be
deemed a waiver with respect to any sutlsequent dcfault or other ma[er.
ARTICLE XXL CHOICE OFLAWS AND VENUE
2l.l This Agreement shall be constnred and interpreted in accordance with the laws of the State of
ldaho without reference to its choice of law provisions,
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXtr: DISPUTES AND D&FAULT
22,1 Disputes - All disputes related to or arising under this Agreement, including. but not limitcd to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
22,2 Notice sf De.fqult -
22,2.1 Defaults. If either Farty fails to perfbrm any of the terms or conditions of this
Agresment (an "event of default"), the nondcfaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurrcd. If the defaulting Party shall fail to cure such dcfault within the sixty
(60) days nfter service of such notics, t:r if the defhulting Party reasonabty
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) elay period and then fails to diligently
pursue snch cure, then, the nondcfaulting Pany may, at its option, termirute this
Agreement and/or pursue its legal or equitable rernedies.
22.2.2 M$lgg31_EIgAeIg! - The notice and cure provisions in paragraph 22,2.1 do not apply
to defaults iclentificcl in this Agreement as Material Breaches. Matcrial tsrcaches must
be cured as expeditiously as possible following occurrence of the breach.
Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agrcement, Seller will provide Idaho Power with the following:
22.3.1 lnsurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
22.3
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been repluced or
reinstated;
E-ngineer's Certifications - Every three (3) years after the Operation Date, Seller will
suppty ldaho Power with a Certification of Ongoing Operations and Maintenance (O
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& M) from a Rcgistered Professional Engineer licensed in the State of ldaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only bo curecl by Seller providing the roquired certificate; and
22.3.3 Licenses and_Permits - During the full terrn of this Agreement, Seller shall maintain
compliance with all perrnits and licensss described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional pennits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the pcrmits and licenses described in paragraph 4. 1.1 orto providc
the documentation required by this paragraph, such failure will be an event of clefault
and may only be cured by $eller submitting to Idaho Power evidence of complianee
from the permitting agency.
ARTICLII XXUTSS--VERNMENTAL AUTHO&HATION
23.l This Agreernent is subjcct to the jurisdiction of those governmental agencies having control over
either Party of this Agreenxnt,
ARTICLE XXIV: COMMISSION ORDE-&
This Agreernent shall become finatly effective upon the Commission's approval of all terms and
provisions hcrcof without change or condition and <leclaration that all paymcnts to be rnade to
Seller hereunder shall be allowed as prudently incured oxpenses for raternaking purposes,
ARTICLE XXY; SUCCESSORS AND AS-SIGNS
25,1 This Agrcement and all of the terms ane! provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Pailes hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
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D. NELSON, IDAHO WND PARTNERS, LLC
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first obtained. Such consent shall not be unreasonably withheld, Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
convey or tran$fer $ubstantially all of it* cloctric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations nnd interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the finmcing entity that it is
exercising such rigltts or retnedies.
AnTICLE XXYI; MODIFICATION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commtssion.
ARrlqLE X-XyII;jlbXES
Each Party shall pay before delinquency all taxes and other governmental charges which, iffailed
to be paid whcn clue, could result in a lien upon thc Facility or the Interconnection Facilities.
ARTICLE XXVItr; NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, tirst-class postage prepaid, as follows:
To Seller:Salmon Falls Wind Park, LLC
Attn: Jarnes T. Carkulis
515 N 276 Street
P.O. Box 7218
Boise, Idaho 83702
27.1
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P0Box70
Boiae, Idaho 83707
CepyofuloLument tor
Cogeneration and Small Power Production
Idaho Power Company
POBox?0
Boise, ldaho 83707
A.RIICLE XXD(: ADDITIONAL TERMS AND CONDITIONS
2g.l This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facilily and Point of Delivery
AppendixC - Engineer'sCertifications
ARTICLBW
30.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or cnforceability of any other tems or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXL COUNTERPARTS
3l.l This Agreennnt may be executed in two or more counterpen$, each of which shsll be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXtr: ENTIRE AGREEMEM
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the rubject matter
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hereof and supersodes all prior or contemporaneous oral or written agreemenh between tho
Parties concerning the subject matter hereof.
IN WITNESS WI{EREOR The Parties hereto have caused this Agreement to be executed
in their respective name$ on the dates sst forth below:
Idaho Powcr Comoanv Salrnon Falls Wind Park L.L.C.
I
/a /z/al/
C. Miller, Sr. Vice President, Power Suppty
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APPENDIXA
A-I MONTHLY POWER PRODUCTIONAND SWMCHINO RBPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0Box70
Bsise, Idaho 83707
The Meter rcadings required on this report will be the reading on the Idaho Power Meter
Equipment rrrasuring the Facility's total energy production, Station Usage, Irsdyertent Energy delivered
to Idaho Power and the maximum generated erergy ftW) a.s rccorded on the MBt6r Equipment and./or any
other rcquired energy measurements to adequately administer this Agreement.
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EXHIBIT 805
CASE.NOJPGH3-2*-
Project Name
Addrcss
City
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 29
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Monlh Year
Project Number:
Phone Number:
State zio
Faeility
Outout
Slstlon
Usase
Statiorr
Urqg.e
Metered
Marlmum Gencrrtion
kw
Meter Numbcr:
End of Month kWh Meter Readlngl
ft*ginning of Month kWh Meter:
Difference:
Times Meter Constffnt:
kWh for the Month:
Mctered Damand:
* Bresker Ooenins Reason Codes
I Lack of Adequate Prlme Mover2 Forced Outage of Facillty
3 Disturhncc of IPCo Syetem
4 SchttluleilMnintennnce5 llesting of Protrction Systems6 CaureUnknown
7 Other (Explatn)
Net Ccnerstion
Breaker Closing Record
Date Tirne Meter
I hereby certify that the above meter readings arc
true and correet as of Midnight on th* last day of the
above month snd that the switching rccord ls aecurate
and completc as requlred by the Eirm Energy Sales
Agreement to which I nm a Party.
Slgnature Date
Breaker Opening Record
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A-2 ROUTINE REPORTING
Idaho Power Contact [rJformation
Daily EnerEy Production Reporting
Call daily by l0 a.m., l-80G.35&4328 or 1-80&635-1093 and leave the following
information:
r Project ldentification - Project Name and Pmject Numberr Current Metor Readingr Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unolanned Proiect outapes
Call l-800:345-1319 and lesve the following information:
o hoject Identification - Project Name and Project Number. Approximate time outa8e occurredo Estimated day and time of projecl coming back online
$eller's Contact Information
24-Hour Project Oo'erational Contact
Namc:
Telephone Number:
Cell Phone:
Project Oq-sile- Contact informarion
Telephone Number:
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APPENpD( q
FACILITY AND POINT OFDELIVERY
PROJECT NO, 316r8100
SALMON FALLS WINDPARK
DESCRIPTION OF FACILITY
The Facility will consist of 14 Wincl turbines; model GE SLE with individual geRsrator ratings of
I .5 MW for each unit, for a total Facility generator rating of 2l .0 MW.
LOCATION OFFACILITY
Near:
Scctions: l:5,36 Township: T08S Range: R123,."**,*, County:-Twinl.'alls ldaho.
Sections: 30. 3l Township: T08S Range: Rl3E County: Twin Falls Idaho.
SCHtsDUT,F,D FIRST ENERCY AND OPERA'TION DA"I'E
Seller has sclected November l. 2Q06 as the estimated Scheduled First Energy Date.
Scller has selected May l. 2007 as the cstimatcd Scheduled Operation Date,
In rnaking these selections, Seller recognizcs that adequate testing of the Facility ard completion
of all requiremcnts in paragraph 5.2 of this Agreement must bc completed prior to the project
being granted an Operation Date. Idaho Power, based on the infornration supplied by tlre Seller,
will schedule its construction in accordance with Schedule 72 and the Generation lnterconnection
Process.
MAXIMUM CAPACITY AMOUNT: Tlris value willbe 22.40 MW which is consistent with the
valuc provided by the Sellor to Idaho Power in the Generation Interconnection proces$. This
value is the maximum energy (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system at any moment in time.
B-3
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B-5 POINT OF DELIVERY
"Point of Delivery" mcans, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power elecrical system. The Idaho Power Generation
lnterconnection process will determine the specific Point of Delivery for this Facility. Upon
complction of the Generation lnterconnection process the Point of Delivery identified by this
process will become en integral part of this Agreement.
LOSSES
Il the ldaho Power Metering equipraent is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at thc Point of f)elivery, no Losscs will hc calculated
for this Facility. If thr. ldaho Power Ivletering is unable to measure the exact enorgy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be establishcd to measure the energy losses (kWh) between the Seller's Facility and the ldaho
Powcr Ptrint of Delivery. This loss calculation will be initially set at 29o of the kWh energy
productiolt recorded on tlte Facility generation metering equipment. At such time as Seller
provicles ldaho Powcr with the electrical eqtriprnent specifications (transformer loss
specifications, conductor sizes, etc) of all of the elcctrical equiprncnt bctween the Facility and thc
Idaho Power elcctrical systcm, Idaho Power will configure a revised loss calculation formula to
be agreed to by both patties and used to calculate thc kWh Losses for the remaining term of Lhe
Agreement. If at anytimc during thc term of this Agreement, Idaho Power determines that the
loss calculation does not correctly teflect the actual kWh losses attributed to thc electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previotrs months kWh loss calculations.
METERING ANDTELRMETRY
The Idaho Powcr Generation Interconnection process will determine the specific metering and
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D. NELSON, IDAHO WND PARTNERS, LLC
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telemetry requirements for this Facility. At the minirnum the Metering F,quipment and Telemetry
equipmcnt must be sble to provicle and recorcl hourly energy deliverics to the Point of Delivery
and any othcr energy masurements required to administer this Agreement. Thcsc specifications
will include but not be limited to equipment specifications, equipment location, Idaho Power
provided equiptnent, Seller provided equipment, and all costs associated with the equipment,
design and installation of the ldaho Power provided equipment. The entire Generation
lnterconnection proces$, including but not limitecl to the equipmcnt rpecifications and
reqtrirements will becorne ao integral part of this Agreement. Seller will arrange for and make
available at Seller's co$t communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Iderho Power's use terminating at the Idaho Power facilities capable of
providing ldaho Powsr with continuous in$tanlaneous information on thc Facilities cilergy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintcnance, including administrative cost
to be reimbursed io ldaho Power by the Seller, Paynrcnt of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Opcralion and Maintenancc Charges spocified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generalion Interconnection process will determine the Special Facility
rsquirements for this Facility. These specificaiions will include but not be limited to equipment
specifications, equipment location, Idaho Power provided equipment, Seller provided equipment,
and all costs a$sociated with the equipment, design anel installatien of the Idaho Power provided
equipment. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installirtion, operation, and maintenance, inclucling administrative cost to be reimbursed to ldaho
Power by the Ssller. Payrnent of these costs will be in accordance with Schedule 72 and the total
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Special Facility cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
REACTTVEPOWER
The Idaho Power Generation Interconnection process will determine the reactivc power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the ldaho Power
system to meet the Facility's reactive power requirements. These specifications will include but
not be limited to equipment specifications, equiptnent location, Idaho Power provided equipment,
.Seller provided equipment. and all ce$ts associated with the equipment, design and installation of
the Idaho Power provided equipnrcnt. The entire Oeneration Interconnecti<ln process, ineluding
but not limited to the equipmcnt specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equiprnent will be maintaineql by Idaho Power, with total
co$t of purchase, installation, opcrationt ancl maintenance, including adrninistrative coit to be
reimbursed to Idaho Power by the Seller. Payment of these costs will bc in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specificd irt Schedule 72.
DTSCoNNECTION EQUTPMENT
Disconnection Equiprnent is required to instrrs that the Seller's Facility will be disconncctcd from
Idaho Power's $ystem in thc cvcnt of (l) thc Sellers dclivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or ths Seller require intemrption or curtailment ol energy
deliveries to ldaho Power or (3) a disturbance on eilher Idaho Power's systcm or the Selter's
Facility, The Idaho Power Generation Intcrconflection proccss wilt determine the Disconnection
Equipment specifications and requirements for this Facility, this equiprnent is for protection of
the ldaho Power system and equiprnent only. Thcsc specifications will include but not be limited
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to equiprnent specifications, equipnent location, Idaho Power provided equipment, Seller
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Scllcr provided equipment, control wire
and conduit necessary for the operation of the Diseonnection Bquipment, T'hrough the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. 'l'he entire Generation
Interconncction process, including but not limited to the equiprnent specifications and
requirements will becorne an integral part of this Agrccmcnt. ldaho Power owned equiprnent will
be maintained by ldaho Power, with total cost of purchase. installation, operation, and
maintenanc€, including administrative cost to be reimbursed to klaho Power by the tiellcr.
Payrnent of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maint$rance
Charges specified in Schedule 72.
ts-r0 cosrs
The Idaho Power Generation Intcrconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limircd to the cost of
Metering equipment, Telernetry equipment, Spocial Fhcilities, Reactive Power, Disconnection
cquipment, Protection equipment and Interconnection Equipment. As specifiecl in the Generation
Interconnection process and in accordance with Schedulc 72 an<l this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipnrent. In addition to thc oquipment,
installation and construction charges as specified above, during the tenn of this Agrcement, Seller
will pay Idaho Powu the monthly operation and maintenance charge specified iu Schedule 72 or
its successor schedules(s). The monthly operalions and maintenance charge will begin on the
first day of the month following the date whieh Ielaho Power has completed installntion of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
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o. IPC-E-13-22--
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Facility, The monthly operations and maintenanee charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, ir
accordance with ScheduleT2the monthly operations and rnaintenance charge will be adjusted to
reflect the actual coat incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incured by Idaho Power. Idaho
Powcr will refund or Seller will remit any underpaymcnt of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount-
B-II SALVACE
No later tharr sixty (60) days after the termination or expiration of this Agreernent, Idaho Power
will prepare and forward to Seller an estimate of the remaining valuc ol tho*e [daho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or clcscribed in this Agreement, less the cost of temoval and transfer
to ldaho Power's neanest warehouse, if the Interconnection Facilities will be removed. If Seller
elccts not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimbtrrse the Seller for said liacilities the Seller mqy invoice ldah<l Power f'or the net
salvage value a$ estimated by ldaho Power anel ldaho Power shall pay such amount to Seller
within thirty (30) days after receipi of the invoice. Seller shall have thc right to off$et the invoice
amount against any present or future payrrcnts due Idaho Power.
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APPENDIX C
ENGINEER S CBRTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned en trehalf of himself and
hereinafter collectively referred to &s "Engineer,"
hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed hofessional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hcrcinaftcr "Agrcement," between
Idaho Power as lluyer, and - s Seller, dated
3. That the cogeneration or small power production projcit which is the subject of the Agreement
and is hereinafter referred to asand this Statcment is identified as IPCo Facility No.
the "Project."
4. 'Ihat the Project, which is commonly known as the is located in
Section
-
Township
-,
Range
-,
Boise Meridian,Copnty,ldaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho Power fbr a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the rcview of the Policy for Operation and
Maintenance ('O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriatc standands, adherence to said O&M Policy will result in the
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EXHIBIT 805*-
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Projectb produeing at or near thc design electrieal output, efficiency and plant f*otor for a twenty (20)
year poriod.
9, That Enginaer recognizes that Idaho Powor, in accordance with paragraph 5.2 sf the Agreemeat,
is relying on Engineer's rspre$enBtions and opinions contained in this Stetement.
10. That Sngineer certifie$ thet the nbove slatEmeRt$ are complete, trus and accurate to the best of hin
knowledge and therefole sets his hand and seal below.
(P.8. Stamp)
Datc
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By
EXHIBIT 805---ffi
D. NELSON, IDAHO WND PARTNERS, LLC
2n2U4 Page 39
APPHNDIX C
HNCINEER' S CERTtrICATION
OF
ONCOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hercby
states end certifies to the Seller as follows:
I. That Engincer i.s a Lir;ensed Professional Engineer in good standing in the State of ldaho.
2. That Enginecr has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or smatl power production project which is the sulrject of the Agreement
and this Statement is identified as IPCo F'acility No.and hercinafter referred to as the
"Project".
4. That the Project, which is corrunonly known as rho Project,
is located at
5. That Engineer recognizes that thc Agreement provides for the Projcct to furnish electrical enel'gy
to Idaho Power for a twcnty (20) ycar period.
6. That Engineer has substantial experience in the design, construction and operation of elecuic
power plants of the same type as this Project,
7. Tlrat Bngitreer har no economic relationship io the Design Engineer of this Project.
8. That Engineer has made a physical inspection of saicl Project, its operations and maintenance
records since the last previous ceftified inspection. It is Engineer's professional 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 god operating condition; and that if adherence.to said O&M Policy continues, the
Pmject will continue producing at or ncar its design electrieal output, efficiency and plaflt factor for the
remaining years of the Agreement.
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9. firat Engincer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agrcerrent"
is rclying on Engineer's representations and opinions contsined in this Statement.
10. Thu Enginear certifies that the above staternsnts are complote, tnre and accurate to the best ofhis
knowledgo and thcrefore seB his hand and seal below.
(P.8. Stamp)
Date
By
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EXHIBIT 805
lPCtr13-22*
D. NELSON, IDAHO WND PARTNERS, LLC
2nn$4 Page 41
APPENDTX C
ENGINEER S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned oR behalf of himself and
:::*',*"'collectivelyrefen'edtoas''Engineer'',
l. That Eugineer is a Licensed Professional Engineer in good standing in the Statc of Idaho.
2. That Hngineer has reviewed th€ Firm Bnergy Sales Agreement, hereinafter "Agreement",
bctween Idaho Power as Buyer, and as Seller, datcd
-3. That the cogeneration or small power production project, which is the subject of the
Agreernent and this Stetcnrcnt, is id*ntitied as IPCo Facility No and is hereinafter
referred to as the "Pr<rject".
4. That tlre Project, which is commonly known as the
Project, is located in .$ection ....."."-r Township Range .--.-.-, Boise Meridian,
County, Idaho.
5, That Engineer rccognizes that the Agreement provides for ths Project to furnish electrical
energy to lelaho Power for a ( ) vcar oeriod.
6. That Bngineer has substantial experience in the design, construction and operation of
electric power plants of the same type ss this Project.
7, That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specilications independently.
8, That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating eqnipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
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9. That the Project has been csnstructed in accordance with said planl bnd $peeification*, all
applicable codes anel eonsi$tent with Prudent Blectrical Practices a$ that term ir dercribed in the
Agreement.
10. That the dcrign and construction of the Project is euch that with reasonable and prudent
operation and mairtenance praetices by Seller, the Projeet iu capable of performing in accordanee with the
terms of the Agreement and with Prudent Electrical Practiccs for a
-
(--J ycar period.
It. That Engineer recognizes that ldaho Power, in accordan*c with paragraphS.2 of the
Agreement, in interconnscting the Project with its sy$tem, is rolying on Engineer's repre$6ntations arid
opinions corrtained in this Statement,
12. That Engineer ceftifics that the above slaternents are complete, true and seeurato to the
best of his knowledge and therefore sets his hand ard seal below.
(P.8. Stamp)
Datc
By
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EXHIBIT 806
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
}IIITM IJNEI{CY SA LUS AGRI TJ iM I iN'I'
Btit'wEIJN
rr)AFro t,()wl]R coMl'ANY
ANt)
Tl{ousAND st,tuNcs wlND PAI{K l..l-.c,
't'Alil,li olt cjONTENTIt
lu:tlalc 'tLT&E
I l)cfinitittns
2 No l(plinncc on lelalto Power'
3 Wflrr$nlios
4 Conditions to Acctrplrtncc ol'llircr[y
.5 Torrn urtrl Olrerntiotr l)uttr
6 Pttrchlttc nrd llills of Nct F,ncrgy
? llrrrclursc Price rnrl Mcthod of Ptynrent
E liuvitutrrnctttul Atlllbtllcs
I l."ucility rrn<l lttlercotrttcclion
l0 lJisconnection l1c;tlipltrcttt
I I Mctr:r'ing $nd 'I'clotllclt'y
12 Rccords
I 1 lrrrrlur:tion
14 0pcrntiorr;
15 lntlcnrnilictrtiott itnd Ittsurnttcr:
l(r ltrce Mqietrre
17 l",rntl RiSltts
l8 LilbilitYl l.)edicltiort
l!) .Scvcrnl ()hligaliorrs
20 Wnivel
2l Choicc ol'Ltrwr an<l Venuc
22 Ditiputes and l)elhult
23 Covernnpntal Autltot'iz,nllorr
24 Coruntirrsiort Orrlcr
X,5 ,$uccossors ltnd AN$iBn$76 Mrrlilirntinn
21 . 'l'nxst
28 Noticcs
tt) A(ldillollsl Tcrln$ tllld Contlltlons
30 Severittrility
3l (-'otrntcrParls
32 lirrtiR.r Agfeclrre[t liig[lllurcs
Appendix A
Appertrlix ll
App*rdix C'
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page I
ztu20{r-r
FIRM ET.IERCY SALES AGREEMENT
(10 nMW or Less)
THQUS4ND_$P&!NES]UINUf.A&K. L. L.q.
Projeet Nnrnber: 3 l3 15055
THIS AGREEMENT, entereel into on this l8'r' day of--$ebrucly* 2005 between
TIIOUSAND SPRINGS WIND PARK l-.L.C. (Scller), und II)AHO PO\VER COMPANY, nn Idaho
corporation (Idaho Power), hereinafter sometirnes relerred to collectively us "Purties" or individually as
"Party."
WITNESSET}I:
WHbREAS, Seller will desigrt. con$trust. own, maintain und opcrate an clectric generation
facilily; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm elecric energy
produced by the Seller's Facility.
THEREI.-ORE, ln consideration of the rnutual covenants and *greements hcn:inaftcr set forth, the
Parties agree as follows:
ABllgtE}- DEEINI:'!pNS
As used in this Agreernent and the appendices attilched hereto, the following terms
shall have the following nranings:
l.l "Commission" - The ldoho Public Utililies Commit*ion.
1.2 'Cg*tg1St-Y€II" - The period commencing each calendar year on the rame calendar date as the
Operation l)ate and ending 1164 days thereatler.
1.3 ' nesignateO nisnatcn " - Idaho Power's Systerns Operations Group, or any subsequenl
group designated by Idaho Power.
1.4 "Disr.uruter.tiurr Eqgipruerrtll - All utluiprrrvut spcuificd il Ssheduls 72 tull tlrc Cloucrutiurr
lntcrconnection Proccss and any additional equipmcnt spccified in Appendix B.
1.5 r{Fflgilg" - That electric generation facility described in Appendix B of this Agreement.
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
217120'14 Page 2
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oASE NO. tPC-EJt3-22
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2n12014 Page 3
1.6 "First Enersv Date" - Thc day corntrrcncing at 0001 hours, Mountain 'Iime, following the day that
Seller hrrs satisficd lhe rtqttiretuettts of Anicle IV and thc Seller begins delivering energy to
tclaho Power's systclrt at tltc Puilrt r-rf Dulivcry-
1.7 "Generq!.!Qt[ Jnterconnection Process" - Idaho Power's generation interconneclion application
and cngineering review process devcloped to ensurc a safe and reliable generation
interconnoction in compliance with all applicuble rtsgulatory requirelnents, Pnrdent Electrical
Practices and national suf'cty standnrds,
1.8 "Inadvertent Energy" - Electric energy Seller does not intcnd to generate. Inadvertcnt encrgy i.s
more particularly described in paragraph 7.3 of this Agreement,
L9 lUtew-rurceligg JASiUlie1] - Allequipnrenl specified in Schcdule 72 and the Ceneration
Interconnection Process nnd nny additinnal equipment specificd in Appendix B,
l.l0 "Initial Capacity t)FleruIipation" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average MW
per tnonth and rs therefore elr$ble to be paid the publi.,ihed rates in accordance with Comn'rission
Order No. 29632.
l.l I "Losses" - The loss of clectrical energy expressed in kilowatt hsurs (kWh) occuning as a rcsult
of thc ransfonrrntion and tran;mission of cncrgy botwccn thc point wherc thp Focility's cncrgy is
nrctered and the point the Facility's energy is tlclivered to the Idflho Power electrical systenr. The
loss calculation lirrmula will be as specified in Appendix B of this Agrecment.
l.l? "Market F.nergy Cnsl" - F.ighty-five percent (85%) of tbe weightcd average of the daily on-peok
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices lor non-firm
energy. If the Dow Jones Mid-Columbia Index price is di.scontinucd by the reporting agency, both
Pamies will mutually agree upon a replacennnt index, whieh is similar to the Dow Jones Mid-
Columbia lndex. The selected replacement inelex will be consistent with other similar agreements
ond a commonly usetl index by the electrical indtstry.
I , l3 "M0tgli4l-BIgggh" - A Default (paragraph 22-7,.11 *ubject to parngraph 22,2.2.
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L 14 "Maximum Capacity A " - Thc maxinrurn capacity (MW) of the Facility will be as
specified in Appendix B ol'this Agreerrrent.
l. I5 "Meterin&Eg!t"Erng!l_t_ - All cquipttu.rtt specilicd irr Sckudule 72, tlru (3urrrratiurr hrtcruururcutiurr
Process, this Agreement and any additional equipmcnt spccilicd in Appendix B required to
rnea$urei record and telemeter power tk:ws bctween the Seller's electric generation plant and
ldaho Power'r lryl.t$m.
| .16 "NeJ Enersv" - All of the electric encrgy produced by the Facility, less Station Use, less Losses,
expressed in kilowstt hours (kWh). Seller commits to deliver all Net Energy to ldaho Power st
the Point of Delivery lbr the full term of the Agreement. Net Energy does not include Inadvcrtent
Iinergy.
l.l7 "Operation Date" - The clay commencing nt 0001 houni, Mountuin Tirne, following the day that
all requiremertts of paragraph 5.2 havc been cornpleted.
l,l8 "Eg|nlgflglfsry." - The location specificd in Appendix B, where Idaho Power's and the
Seller's electrrcal tacrl rt res &re lnterconnected.
l. 19 ' pruOent gtgcJriqg! " -'fhose practices, methrrds and equipnrcnt that are comnronly and
ordinarily used in electrical engincering and operations lo aperate electric equiprnent lawfully,
safoly, dcpcnrlably, cfliciontly and cconomicol ly,
l.2O "Schedule-d,Q&glation-D&lg" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
l.2l "Schedule 7?" - Irlahn Pow*r's Tariff No 101. Schedrrle 72 or its successor schedrrles as
approved by the Cornrnission.
l.22 "ScBson" - The three periods identified in paragraph 6.2.1 of this Agreement,
1,23 "Soecial Facilities'l - Additions or alterations of transmission andlor distribution lines and
transformers a.s described in Appendix B, Schcdulc 72 or the Generation Interconnection Process
required to srfely inlerconnect the Sellefs Facility to the ldaho Power system.
1.24 "Station Use" - Electric energy that is used to operate equiprnent that is auxiliary or otherwise
related to the production ofelectricily by the Facility.
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2l7l2o'14 Page 5
1.25 '"Ig.fplg5jlelgy" - ( l) Nct [nergy produced by the Seller's Facility and delivered to the Idaho
Powcr electrical system during the month which exceeds llUVa al the monthly Net Encrgy
Anlottnt for thc cuucspulrr.lirrg rrnrnth spccificd irr ptrrlgraph (r-2. or'(2) If thc Nct Enclgy
produced by the Seller's Facility and delivered to the ldaho Power electrical liystem during the
nronth is less than 90% of the monthly Nct Energy Amount for thc corresponding nronth
speeified in paragJreph 6.2, then all Net [inergy dc]ivered by the F*cility to thc ldtho Pr:wcr
electrical system for that given month or (3) All Net l3nergy produced by the Seller's Facility antl
delivered hy the lracility to the Idaho Powcr clectrical sy$tem prior to the Operation Date.
1.26 "lbltlf(CILotlhe,Facility" - The total cost of structures. eguipment and appurterrances.
ABIIELb II-NO&ELTANqE ON IDAHO POWEB
2.1 Seller Indclxrrdent Invgsggetion - Seller worrants and reprcsents to Idaho Power that in entering
into this Agrecment and the undertaking by Seller of the obligations set forth herein. Seller has
tnvcslrgated and deterrnrned that it is capable of performlng hereundcr and has not rclled upon
the advice. experience or expenise of ldaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Sc-llcf-Indc9cndonr Expcrt, * AII profcssionals or oxportn including, but rrot lirnited to. engineers,
afiorney$ or accounlants. that Seller may havc consulted or relied on in undertaking the
transsction$ contemplatcd by this Agreement hflve been solely tho*e of Seller.
ARTICLE III: WARRANIIES
3.1 No Wananty Uy lagho Po - Any review, acccplance or failure to review Scller's dcsign,
specifications, equipment or facilitier shall not be an endorsement or a confirmation by lclaho
Power and Idaho Power makos no warrantics, expressed or implied, regarding any aspect of
Seller's design, specifications. equipment or facilities, including, but not limited to, rat'ety,
durability. reliability, strength. capacity, adequacy or economic feasibility.
3.2 Oualifyinq Facility Status - Sellcr waffflnts that the Facility is a "Qualifying Facility," as that rsrm
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 6
4.1
is used and defined in l8 CFR $292.207. After initinl qualification, Ssllcr will take such steps as
may be required to maintain the Facility's Qualifying Facility status during the ternr of this
Agrecmcnt and Seller'ri lailurc to nrairrtain Qualilyirrg F'ucility statu$ will llc a Matcrial Brcaulr uf
this Agreencnt. ldaho Power reservcs the rig,ht to review the Scller's Qualifying Facility status
and associated support and corrtpliance docunrcnts ut anytirne during the term of this Agreetnent.
AITICLIi IV: CONDIIIaNS rO ACCEIrIAXCE Or ENE
Prinr lo the First Energy Date nnd as a condition ol'Idaho Power's acceptance clf deliveries of
energy from lhe Seller, Seller sltall:
4. | .l Suhmit proof to Idaho Power that all license$, pcrmits or approvals necelrsary fbr Scller's
operations have been obtained from opplicable federal, $tste or lrcal authorities,
including, but not limited to, evidence olcompliance with Subpart B, l8 CFR 292,207.
4.1 .2 Opinion oleousel - Subrnit to Idaho Powr an Opinion Letter signcd by an nttorney
atlmitted ta practlce ancl rn good standrnE rn the Stnte of ldnho provrding un
opinion that ,Seller's licenses, permits and approvals as set forth in paragraph 4.1.1
above are legally and validly issucd, are held in the name of the Seller and, based on
a rcaronuhrlg irrdepcndcnt rcvicw, coun*cl is r:f tho opinion thut Scllsr is in substqntinl
compliance with said permits as of the date of thc Opinion [,etter. The Opinion Letter
will bc in a forrn acceptable to ldaho Power and will acknowledge that the attorney
rendering lhe npininn rrnrlcrctnnds thnr ldaho Powcr is rclying on snicl opinion. klaho
Power's acceptance of the forrn will not be unreasonably withheld, The Opinion L,etter
will be governed hy and shall be interpreted in accordance with the legal opinion accord
of the Amsrican Bar Association Section of Business Law (1991).
4. I.3 Initial Cap*gltylfeleruumlion - Submit to ldaho Power such data as ldaho Power nray
rea$onably require to perform the Initial Capacity DeLcrminstion. Such data will include
but not be limited lo, equipment specifications, prime mover data, resourcc
characteristics, normal and/or average operating derign conditions and Station Use data,
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uta2a)5
EXHIBIT 806
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 7
4. r,5
4.1.6
t.lpon receipt of this inforuration, Idaho Powcr will review the provided data and if
necessary. requelit odditional data to complcte the Inilifil Capacity Determinatir:n within a
reasonable tinlc.
lingineer's e.eJlrilgglienl - Submit an cxccuted Engineer's Certit'ication ol Design &
Construction Adequaey an<l an Engineer's Certiflcation of Operations and Maintenance
(O&M) Policy ao described in Commission Or<ler No. 21690. The*c certificates will be
in the lbrnr specificd in Appendix C but may be modified to the extent nscelriary to
recognize thc different engincering disciplines providing thc ccrtificates.
Insuran$q - Submit written proof to ldaho Power of all insurance required in Article XV.
Intercenng$tion - Provide written prool to lduho Power that all Schedule 72 and
Ceneration Interconnection Process requircments have been cornpleted.
5.1
5.2
4,1.7 lVritten Acceptange * Request and obtain written confirmotion fronr Idaho Power that all
conditions to acceptance of cnergy have been fulfilled. Such written confirmation shall be
provrded wrthrn a colnmercrally rearionable tinu following the Seller'$ requesl and will
not be unrea$onably withheld by ldaho Power.
ARTIC i
Terrn - Subject to the provisions of paragraph 5,2 below. this Agreement shalt become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years fmm thc f)perntirrn l)ate.
Onerd[tE !e!g - The Operation Date may occur only atler the ltacility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Comrnission appruval of this Agreerrmnt in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to ldaho Power's satisfaction that thc Facility is complete and
able to provide "nu.gy in a consistent, reliahle and safe manner and has requested an
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zlu200s
EXHIBIT 806
CASE NO. tPC-E]t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712Q14 Page 8
5.3
Operation Dale in writtcn form.
d) Seller has requested an Operation Date from ldaho Power in a writtcn formst.
c) Scller has rccoivad wlittur riultlilrtutiur ftutrr klalru Puwcr o[ thc Opcratiun Dltc.
This confirmation will not be unressonably withheld by Idaho Power.
Seller's failurc to achieve the Operation Date within ten (10) months of the Scheduled Operation
Dste will be qn ovont of default.
ARTICLE VI: PURSH*SE AN.D SALE OF NET BNERGY
I)elivery and Acceplance of Net F,nergy - Except when eithcr Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Nct Energy to lduho
Power at the Point of Delivery. All lnadvertent Energy produced by the Facility will also be
delivered by the Seller to tdaho Power tt thc Point of Delivery, At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Pornt ot lJehvery axceerl the Moxrmum Cjapacity Amount.
Net Ener$v Amoqlil$ - Seller intends to produce and deliver Net Energy in ths follswing monthly
snmutlts:
6.2.1 Initial Ycar Monthly NqtEoqrEyJr$rounts:
6.1
6.2
Season I
Season 2
Month
March
April
May
July
August
November
l)ecemher
June
Scptcnrbcr
October
January
February
- '1-
kwh
3,100,625
2,699,296
3,)Ul,9E4
1,910,209
l,?gl,g5g
t,884,234
2.425.295
Z,7II,W
2,42?,74O
2,62r,565
t,923,853
2.559.792
Season 3
EXHIBIT 806
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page I
6,2'2-SellershallinitiallyprovideIdahoPowerwith
one year of rnonthly generation estinutes (lnitia! Ycar Monthly Net Energy Anrorrnts)
and beginning nt the end of rrpnth nine and cvcry thrrse months thereafter provide Iduho
Power with an additicrnal three mo[ths of forward gcnsration clitim{rtes. This information
will be provided to Idnho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5'h day following the end of the previous nronth. If the Scller
di:ss not provide the Ongoing Monthly Net Energy amounts in a tinrcly rnanner, Idaho
Powcr will use the most recent 3 rnonths of the Initial Year Monthly Nct Energy
Anrounts speciticd in paragraph 6.2. I for the nsxt 3 n:onths of nronthly Net Encrgy
amounts,
6.2.3 Seller's Adju$tme,elaillsl gy Amount -
6^2.3.1 No later than the Opcration l)ate, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Seller may revise all of the previously
provided lnitinl Year Monthly Net Energy Anrounts.
6.2.3.2 Beginning with the end of the 3d month ufter the Operation Date and at the end
of every third month thercufter: (l) the Seller Eray-El rcvisc the immediate next
threc rnonths of previously provided Net Energy Ameunts, (2) but by written
notice given to Idaho Power in accordance with paragraph 2E.1, no later than
5:00 PM of the 5t day following the cncl of the previous month, the Selter may
revise all othcr previously provided Net Encrgy Amounts. Faihrre to provide
timely written notice of changed amounts will be deemed to bc an election o[ no
change,
6.2.4 ldaho Power Adju,stmelrt of Net Ener$ Anognt - lt ldaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.I or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by ldaho Power. the Net Energy
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2/ I 8i2005
EXHIBIT 806
cAsE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 10
Amount a.,i sp€cified in paragraph 6.? tbr the specific rnonth in which the reductior or
suspcnsion under parngraph 14.2,1 or 14,3,1 occurs will be reduced in accordance with
tlrc following:
Wherc:
NEA
SOU
TCU =
RSH a
= Cunent Monlh's Net Energy Anrount (Paragraph 6.2)
- a.) If Idaho Power is excuscd from ucccpting thc Sellcr's Nct
Encrgy as spccified in pnragraph 14.2.1 this value will be
equal to the percentage ofcurtailment as specified by
Idaho Power multiplicd by thc TGU as dehned below.
b.) If the Seller declares a Suspensicx of Energy Deliveries as
specified in paragraph 14.3.1 this value will bc the sum of
thc individual generation units $ize ratings as specified in
Appendix B that are impacted by the circumstanccs
causing the Seller to declsre a Suspension of Energy
Dcliverius.
Sum of all of the individual generator rutings ol thc generation
units at this Fracility as specifiecl in Appendix B of this
agreenleot,
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph I 4.2. I or 14.3. I
TH = Actual total hours in the current month
Resulting fonnula being;
Adiusted
Nci Encrgy = NEA
Amonnt ffiil x NEA ) x(Y#))((
6,3
This Adjusted Net Energy Arnounl will be used in applicable Surplus Energy calculations for
only fte speclfie monrh in which ldaho Powcr wuli cxcuscrl fnrm acccpting thc Scllcr's Nct
Energy or the Seller deslared a Suspcnsion of Energy.
Unless excused by an cvent of Forcc Majeurc, Seller's failure to deliver Net Energy in nny
Contract Year in orr ornount equal to at loast ten percent (lO%) of the sum of tho Initisl Yoar Net
Energy Anpunts as specified in paragraph 6.2 shall constitute an event ofdefault.
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ul8/2m.5
EXHIBIT 806
CASE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC2nnfi4 Page'11
7.1
ARTICLE VII: PURCHASE PRIC
Net Enersx-&rgbg$g P[ige - For all Net Energy, Idahr: Power will pay the non-levelizcd energy
price in acconJnrrcs with Cuuurrisriul Ortlct 29(t4$ with ucasorrllir"atiorr factorr alrplicdr
Year
2005
2006
2007
2008
200s
2010
201 1
201"
2013
2014
2015
2016
2017
2018
20't9
2020
2021
2022
2023
2024
2925
2026
Season l - (73.509h)
MillCIftl[h
37.00
37.85
38.73
39.62
40.53
41.46
42.42
4S.09
44.39
45.42
46.47
47.54
48.63
49.76
50.91
5? 07
53.28
54.51
55.76
57.05
58.87
59.72
SeasonZ -(120.00%)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.05
72.48
74.'16
75.86
77.42
79.40
01.24
83.11
&5.02
86.99
88.S9
91.04
93.14
s5.29
97.50
Season3 -(|ffi.ffi7a)
Mill$/k!Y-h
50.34
51,50
52,69
ss.90
55.14
58.41
s7.71
59.04
60.40
61.80
65.22
64,68
66.17
67.74
69,26
70.85
72,49
74.16
75.87
77,62
79.41
81.25
7.2
7.7
Surplus Enerqy Prlce - For all Surplus Energy. ldaho Power shall pay to the Seller the current
month's Mnrket Energy Cost or the Net Energy Purchase Price specified in paragraph 7. l,
whichever is lower.
Imdvortcnl"Energl
7.3.1 lnadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to ldaho Power at the Point of Dclivery that exceeds I 0,000 kW
mrrltiplied hy the hours in the specific month in which thc Bnsrgy was delivercd. (For
exanple Jflouary contains 744 hours, 744 times 10,000 kW = 7,440,000 kWh. Energy
delivered in January in cxcess of 7,440, 000 kWh in this example would be Inadvcrtent
- t0-
zl8a005
EXHIBIT 806
CASE NO. tPC-EJt3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 12
7.4
Energy.)
7.3.2 Although Seller intends to design and opcrate the Facility to gencrate no more than l0
avulutlu IVIW aud tll:rcl'urc ducr nst irrlcurl tu Bprrsr.tte luarlvcrlclt lincrgy, Jrlalro Fuwsr
will accept Inadvertent F.nergy that docs not exceed lhe Maximum Capacity Amount but
will not purcha:ic or ptry lbr lnadvertent Encrgy
Pflv-qIEnJ Due Date - Energy psyments to the Seller will bc disbursc.d within 3Odays of the date
which Idaho Power n:ceives ilnd accepts the d(rcurncntation of the rnonthly Net Encrgy and
Inadvertent Energy actu{lly produced by the Seller's Facility and delivered to ldaho Power as
specificd in Appendix A.
ConUnuing Jurisdicti -'llhis Agreement is a special contt'act and, as such,
the rates, terms and conditiqns contained in this Agreernent will be construcd in accordance with
Idaho Power-Co.mpany v. Idaho Puhtig.U,lilitie$ Commission and Aftpn Enerju-Fc., 107 ldaho
781, 693 P,2d 427 (1984); ldaho Power Company"".v. lclaho Public Utilitier,]es;nmittripE, 107
ldaho I l'l:2, bv) P,zd I 261 ( 1985); Aftort Ene rgy. l0$, v. Idaho Powcr Conrpany. l I I Idnho 925.
'129P.zd a0011986): Section 210 of the Public Utilities Regulalory Policies Act of 1978 and l8
cFR $292.303-308.
ABMAtAT"I'RIBUTES
Idaho Powcr waives any claim to ownership of Envirclnmental Atributes. Environmental
Attrihutes include. hut are not limited to. Crsen Tags. Crecn Ccrtificates. Renewsble Energy
Credits (RECs) and Tradnble Renewatrle Ccrtificates (TRCs) directly associated with the
production ofenergy from thc Scllcr's Fncility.
MNPIMERCONNECTION
Desisn of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery tbr the full
- I I-
7,5
8.1
9.1
2/lu?00s
EXHIBIT 806
CASE NO, IPC-E-,13.22
D. NELSON, IDAHO WND PARTNERS, LLC
2n 12014 Page 'l 3
9.2
term of the Agreenrcnt.
Interconncc(ion Facilities - Exccpt as specifically provided for in this Agreerlent, the required
lnterconnection Facilities will Llc irr irvr;prdarruc witlr Schcdulc 72, the. Ocncrotiorr Intcrcurrncutiurr
Process and Appendix B. Thc Seller is responsible fbr all costs associated with this equipnnnt as
specified in Schcdulc 72 and the Ceneration Intercoruection Process, including but not linritcd to
initiol costs incurred by tdaho Power for eqrripment cost*, itrstallatiort costs and ongoing rnonthly
Idaho Powcr operations and maintenancs expenses.
ARTICLE X: DISCONNECTION I1OUIPMENT
10. I Except as specifically providcd t'or in this Agreement, the rcquired Disconnection Equipnrcnt will
be in accordance with Schedulc 12, the Ceneration Interconnection process and Appendix B.
The Seller is rusponsible for all costs associated with this equipment as specified in Schedule 72
and the Ceneration lntcrconnection Proc&ss, including but not limited ttl initial costs iocurrcd by
ldaho Power lor equrpment costs, installation costs md ldaho Power ongoing monthly operations
and monthly maintenance cxpen$es,
ARTICLE XI: METERING AND TELEMETBY
I l.l Metering and Telemetrr - ldalro Power shall, for the &ccount of Seller, provide, install, and
maintain Metering Equipmcnt to be located at a mutually agreed upon location to record and
melsrrrc power flows to kloho Power in aceordance wilh Schedule 72. Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipnrcnt will be at
the location and the type required to nrcasure, record snd report the Facility's Net linergy, Station
[Jsc, Inrdvertent Energy and maximum energy dcliveries (kW) in a nranner to provide ldaho
Power adequate encrgy measurement data to administer this Agreement end to integrate this
Facility's energy production into the Idaho Power electrical $ystem. All Metering Equipment and
installotion co$t$ $hall be borne by Seller, ineluding costs incnrred by Idaho Power for inspecting
and testing such equipment at rea.tonable intervals at ldaho Powe/s &ctual cost of providing this
12.-
alqlzfis
EXHIBIT 806
CASE NO. \PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2AM Page 14
Metering Iiquipnrent and scrviccs. Thc Metering Eqrripment shall be at the location dcscribcd in
Appendix B of this Agreerrrcnt. All nleters used to detcrminc the billing hereunder shall bc
sealed and the seals shall be broken only try ldaho Power when rhe rnelsrs are Io be inspsctcd,
tested or adjusted.
ll.2 Msterlfisoection -ldaho Power shall inspect installations annrrally and test meter.s on the
npplicahlc pcriodic tcst schcdtrlp rolcvnnt to thc cquipmr:nt instullcd ns spccificd in Appcndix B of
this Agleenrent. If requcstcd by Seller, Idaho Power shall make a special inspection or tcst of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified nf lhrr tirne when any inspection or t.xl shall hke. plnce, nnd each Party rnay have
reprcsentativcs prcscnt at the test or in$pection. If a meter is tbund to be inaccurate or defective,
it shall be adjusted, rcpaired or replaced, at Idaho Power'.s expense in order to provide accurate
mctering. lf a rneter fails to regisLcr, or if the [Basurcment made by a meter during a tsst varies
by more thon two percent (7 %) frcm thc measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
lo sorrect thosc payments al'fected by the inaccuratc metor for the actual period during which
ittaccurate nrasurement$ wcre rnsde. If the acfual period cannot be determined, correction$ to
thu payrrrculs will bv lraurd urr tlrc shurler uf (l) a pcl'iod cqual to one-hllf tlre iirrrs flr'pru rhc tlatc
of the le$t previous test of the meter to the date of the test which estublishe<l the inaccuracy of the
meter; or (2) six (6) months,
I 1.3 Telemetrv - IdEho Power will install, operate and maintsin ct Seller's erpcnse rnetering,
comrnunications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertcnt Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Dcsignated Dispatch Facility.
ARTICLE XII - RECOBDS
MgintgEpnee-af lteqolds - Seller shall maintain at the Facility or such other location nrutually
acceptable to the Partis$ adequate total generation, Net Energy, Station Ure, lnadvertent Energy
- l3-
t2.t
iltaz|J|J.s
EXHIBIT 806
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
znzotu Page'15
and tnaxinrum generntion (kW) records in a form and content rccornnlended by ldaho Power.
12.2 lJrsnection - Either Party, after reasonable notice to the r:ther Pany. shall have the right, during
normal business hours, to lnspect and audit any ur all gcn$riltiur, Net Errergy, $tutiorr Usc,
Inadvertent Energy and maximurn generation (kW) records pcrraining to the Sellcr's Facility.
AmsJ_E_xlu -rBSrEerlQN
l3.l Seller shall con$truct, operate und rnaintain the Facility and Scllcr-furnished lntercounection
Facilities in accordance with Schedule 72, lhe Generation Interconnection Pnxes$, Appendix B
o[ rhis Agrenment, Prrrdent Electrical Practices. the National Electrical Code. the National
Elcctrical Safety Coele and any other applicable locat, state and federal codes. Seller
acknowledges receipt of thc Gcncration Interconnection Proeess. lf, in the reasonable opinion crf
Idaho Powcr, Seller's operation of the Facility or Interconnection Fhcilities is unsafe or rnay
otherwise adverscly affect Idaho Power's equipment, personnel or service to its customers, ldaho
Powcr may physically inleffupt the tlow ol energy from the Facrhty ils specrtred wrthrn Schedule
'l2, ahe Ceneration Interconnection Procem or teks $uch other reasonable st6ps a$ Idaho Power
deems appropriate. Except in the case of an enrergency, Idaho Power will attempt to notify Seller
uf suulr irrtcrruption prieir to its trccurrtnce as providcd in paragraph 14.9. Scllcr shall providc
and mqintain adequatc prolective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some ca$es, sofirc of Seller's protective relays will
provide back-trp protection for Idahn Pnwer'c faeilities In lhal event, Idaho Power will test rrrch
rclays annually md Seller will pay the actual coat of such annual testing.
ARTICLE XIV . QPEBA]I'IONS
l4 .l Conununicatio-ns - Idaho Power anrl the Seller shall nraintain appropriatc opcreting
communications thraugh ldaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement,
14 .2 Enercv Acccotance -
l4-
zlfll2005
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLCznnlfi Page 16
.4.2.1 Idaho Power shall be excused from accepting and paying ibr Net tinergy or nccepting
Inadvsrtent Energy produced by the Facility and delivered by the Seller to the Point of
Dcllvery, lf lr ls prevenrcd from doing so try an event of F'orce Majeure, or if Idaho Power
determincs thal curtailment, interruplion or reduction of Net Energy or lnadvertent
Energy deliveries is necessary hecause o[ line construction or maintcnance requirements,
cmcrgcncics, clcctricol $y$tom oporoting conditions on its eyatcrn or or othcrwirc roquircd
hy Pnrdenl Electrical Practices. lt, for rcasons othcr thon an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Nct Energy
delivcries for n period that exceeds twenty (20) days. beginning with the twenry-first day
ol'such intemrption, cunailnrent or reduction, Seller will be deemed to he delivering Net
Energy at a rate equivalent lo the pro rata daily ayerage of the amounts specified for the
applicable nlonth in paragraph 6.2. ldaho Power will notify S*ller when the intcmrption,
cunailment or reductian is terminated.
14-?.2 ll, in the reasonable opinion ol' ldaho Power, lleller',s operation ol' the Facility or
Intcrconncction Facilities is nnsafe or rnay otherwise adversely affect Idaho Power's
squipment, personnel or service to its custofiters, ldaho Power nny physiedly intemrpt
thc ft+w of crrcrgy frqrnr tlrc l?acility al specilicd within Sshcdule 72 or take such trthcr'
reasonable $tcps as Idaho Power deems appropriate.
14.2.3 Undcr no circumstaRces will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Prlint crf Drlivery in an amount thnt exceeds the Maximum
Capacity Anrount. Seller's failure to limit delivcries to the Maximum Capacity Amount
will bc a Material Breach of this Agreement.
14.3 Se-ll_er Declarr:d Su$pensiort of
14.3.1 If the Seller's Facility experiencer a f'orced outage due to equipment failure which is not
caused by an cvent of Forcc Majeurc or by neglect, disrepair or lack of adcqurte
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all delivcries of Nct Encrgy to
ut8t200s
EXHIBIT 806
CASE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n2OU Page 17
Itlaho Power from the Facility or from individunl generation unit(s) within the Facility
impacted by the forced outagc for a period of not less than 48 hour$ to corre(t the forced
uutagc r;urrtlitiutt ("Dt:clutcrl $uspcusiurr rrf Eusrgy Dt:livcrics"), Thc Scllcr's Dsclarrd
Suspcnsion of Energy Deliveries will begin at the $lart ol'the next I'ull hr:ur lbllowing the
Seller's telephone notification as specified in pamgruph 14.3.2 and will continue forths
tirne ae opecified (not less than 48 hours) in the writ(en notificrtion provided by the
Seller. ln tlre rnonth(s) in which the Declared Suspension of F.nergy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2,4.
14.3.2 lf the Seller desircs to initiate a Declared Suspensiorr of Energy Deliveries as providcd in
parngraph 14.3.1, the Seller will notify the Designated Dispatch F-acility by telcphone,
The beginning hour ol' the Declnreri Suspension of Energy Deliveries will bt: at the
earlir:st the next full hour after making telephone contact with Idaho Power. The Ssller
will, within 24 hours nfter the telephone contact, provide Idaho Power a wrifien notice in
flccordance wtth Artlcle XXVlll that will contain the beginning hour and duration of the
Declared Suspension ol'Energy Deliveries and a description of thc conditions that caused
the Seller to initiate a Declared Suspension of Energy f)eliveries. Idaho Power will
rcviow thc docurnontotion providod by the Sellcr to dotormino ldaho Powsr's occBptancp
of the describetl lbrccd outoge a$ qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Powcr's acccptancc of the Seller'*
frrrced orrtage as an acceptahle forcert onta&e will he hased upon the clear documentation
providcd by the Seller that the forced outage is not due do an evenl of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintcnsnce of the Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical kactices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power, Idaho Power may, in
accordan{:e with Prudent Electrical Practices, upon orre hundred eighty (180) days'notice to the
Seller, change its nominal operating voltage level by morc then ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at ldaho Power's expense, Setler's equipment as
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EXHIBIT 806
oASE NO. 1PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n 12014 Page 1 8
necessary lo accommodate the rnodified nominal operating volta8e lcvel.
14.6 Gerrgfglgt Xg1qg4g - ldaho Power, in accordancc with Prudent Electrical Practices, shall have the
righl Io llnrlr the ratc that goncrati$n is changed ut ritlrtup, rJuring nurnral opcratiulr or firlluwlng
reconnection to ldaho Power',s electrical sy$tem. Generation ramping may be requircd to pernrit
Idaho Power\ voltage regulation equipment time to respond to changes in power t'low.
14.7 $chcdulcd Mnintenpns.g On or bcftrrc Jonuory 3l of each calendar year. Seller chall nubrnit a
written proposed nrointenance schedule of signil'icant Facility maintcn&ncc for tlmt calendar ycar
and ldaho Powor and Seller shall mutually agree as to the acseptability of the proposed schedule.
The Parties determination rs to the ncceptability of the Seller's timetable for scheduled
maintenance will take into consitleration Prudent Elcctrical Practices, Idaho Power systenl
requirements and the .Seller's preferred schedulc. Neither Pany shall unreasonably withhold
acceptance of the proposed maintenance schedule.
14.8 Maintenanae. Qeprdinatio$ - 'l'he Seller and Idaho Power shall, tn the extent practical, coordinate
their respective hne and Facrllty marntcn{rnce schedules such that they occur $rmultaneou$ly.
I4.9 Contact Prior to Curtqll4prll - Idsho Power will muke a reasonable attempt to contact the Seller
prior to exercising its rights to cuflail, intemrpt or rcduce dclivcries from the Seller's Fncility.
Scllcr undcrstanrl.r that in thc casc of cnrcrgcncy circum$tancc$, rcal timc opcrations of thc
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Scller prior lo interruption, curtailment, or rcduction of electrical energy deliveries to Idnho
Power.
ARflC-lJ_XY
I$dexn4t$sslg[ - Each Pa*y shall agree to hold harmless and to indemnify the other Party, its
officers, agentr, attiliates. subsidiaries. parent company and employees againrt all loss, damagc,
expensc and liability to third person$ tbr injury to or death of person or injury to property,
proximately caused by the indemnifying Party's construction, ownership, operalion or
maintenance of, or by failure of, any of such Parly's works or facilities used in connection with
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EXHIBIT 806
oASE NO. tPC-Ejt3-22
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this Agreement. The indemnifying Pnrty shall, on the othcr Party's request, def'end any suit
asserting a claim covered hy this indenrnity. The indcmnifying Party shall pay ull costs, including
reasonnble itnorney lces that trmy ttc iltuut'retl by tbc utlrur Party irr uulurcirr6 this inrJorrrrity.
15.2 IASU1g1CC - During the term of this Agreement, Sellcr shall secure and continuously carry the
following insurancc coverage:
l-5.?.1 Cornprehencivo General Linbility Innurance tbr hoth bodily injury and proporty damage
with lirnits equal to $1,000,000, each occurrence, combined single linrit. The deductible
for such insurnnce shall be consistcnt wilh current lnsurance Industry Utility practices for
similar PropcrtY.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or hetter and shall include:
(a) An endorsement naming ldsho Power as an additional insured and loss payee ils
applicable: and
(b) A provrsron statrng that such pohcy shau not be canceled or the limits of liability
reduced without aixty (60) days' prior written notice to Idaho Powcr.
15.3 Seller ro Provide Certifi - As required in paragraph 4.1.5 herein and annually
tlrcrcafier, Scllcr shall furnish Idaho Powcr a ccnificotc of insuranco, togothor with thc
codorsernent$ required thercin, evidencing the coverilge as set forth above.
15.4 Seller to Notifv l.d+ho Power of Loss of Coveragc - If the insurance coverage rcquircd by
pnmgrnph l5 2 shall l*pse for nny reason, Seller will immediately notify ldaho Power in writing.
The noticc will advise Idaho Power of the specific reason tbr the lapsc and the steps .Seller is
taking to rein$tate the coverage. Failure to provide this notice and to expeditiously rcinstatc or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE M4JEURE
16.l As used in this Agreement, "Force Majeure" or "an event of Force Majeurc" means any cause
beyond the control of the Seller or of Idaho Power which, despitc the exercise of due diligerrce.
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ut&na)6
EXHIBIT 806
CASE NO. tPC-Ejt3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 20
t'7 .t
such Pany is unable to pre vent or overcome. Force Mnjeure includes, but is not limitcd to, octs of
God, fire, I'lood, storms, wals, hostilities, civil strife. strikes and othcr labor disturbances.
eanhqttnkes, flres, lightning, cpirJctttics. sabtttagc, ttr cltatrHcs ilr law ur rcgululir"rrr ucuulrilrg al'tcr
the Operation Date, which, by thc cxercise of reasonable foresight such party could not
reasonably havp heen expcctcd to avoid and by the excrcise ofdue diligence, it shall tre unable to
ovcrconre. If either Party is rondcro<l wholly or in part unatrlo to podorrn its obligation* undor
this Agreement bccdu$e of an event of Forcc Majcure, lroth Parties shall bc cxcuscd from
whatcver perfonnance is allbcted by the event of Forcc Majcure, provided that:
(l) The non-perlbrming Party shall. as seon ari is reasorratrly possible after the
occurrence of the Force Majeure, give the othcr Party written notiee deso'ibing
thc particulars of the occurrence.
(2) The suspension of performance shull be of no greater scope and of no longcr
duration than is required by the event of Force Majeure.
(:1) No oblrgatronli ot clther Party whrch arose betsre the occurrence cau$tng the
suspension of perfbrmance and which could and should have been fully
pcrformed before such occurrcnce shnll be excu$ed as a result of such
occurTcncc.
ABTICLE XYIJ: IAND RIQH}!
Sell8r,!$ Ftnvirle Accesr -.Seller hr.:rchy gmnts ro Idaho Powerfnrthe tcrm of lhis Agn--cmcnt nll
necelisary rights-of-way und easements to instatl, opcrate, tneint{lin, replace, and remove Idaho
Power's Metering Equipnrent, Interconneclion Equipment, Disconnection Equipment, Protection
Equiprncnt and other Special Facilities necessary or useful to this Agrecment, including sdequate
and continuing acce$$ rights on property of Seller. Seller warrants that it has procured sufficient
easement$ and rights-of-way from thinl parties so as [o provide Idaho Power with thc acccss
described above. All documents granting such ea$ements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
_ 19_
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2014 Page 21
17,2 llreerjqbliq-][iSbl5.gf-W4y - The Parties agree that it is necessary to avoid thc a<lversc
environnrcntal and operating imFact$ lhat would occur as a result of duplicate electric lines bcing
consttuctcd in clo$e proximity. I'herefore, subject to Idaho Powert conrpliance wlrh paragmph
17.4, Seller ogrees that should Seller seek and receive from any locrl, stole or federal
governmental bocly the right to srect. constnrct and maintain Seller-t'urnirhed Intercpnnection
I'racilitics upon, nlong ond ovcr uny und ull public roods. rtroots and highwayr, thcn tlrc usc by
Sellcr of such prblic right-of-way shall be $ubordinate to any future use by ldaho Power of such
public right-of-way fcrr construction and/or maintenance of electric distrihution and transmission
facilitiec and lrlahn llowr:r mRy claim ttsc of such puhlic right-ot'-way for srrch purpoxes nt nny
time. Except a$ required by paragaph 17.4, ldaho Power shall not be rsquired to compensnte
Sellcr l'or exercising its rights under this paragraph 17.2.
17.3 Jsi*lsc_AffberldC! - Subject to Idaho Power's conrplianco with pungraph 17.4,ldahq Power
tnay use and attach its distribution and/or transmission facilities to Seller'.s Inlerconneclion
Fhcilities, tnay reconlitruct Scllerh lnterconnection thcilities to accommo(lale ldaho Powe*
usage or Idaho Power mny soostruct its owrr distribution or transmission facilities along, over and
abovc any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching SellerS
Lrturuururcutiuu Ftcilitics to such ncwly cvnrtrustcd facili(icr. lixccpt u..i requircd by p*rngraplr
17,4. ldaho Power shall not be requirtd to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Corrditions of Uge - It ir the intention of the p{rties that the Seller he left in strhstantially the same
condition, both financially and electrically. as Seller existed prior to ldaho Powerh exercising its
rights under this A*icle XVII. Thueforo, the Parties agrss that the exercise try Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) cornply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Panies are unable to agree on thc
merhod of apportioning thcse costsr the dispute will be submitted to the Comtnission for
resolution and the decision of the Commission will be binding ofl the Partics, and (3) shall
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 22
provide Seller with an intcrconnection to ldaho Power'r $ystcm of equfll capaeity and durahility
as existed prior to ldaho Power exercising its rights under this Article XVII.
AR.I.ICLE XVI& LIABJLJLY: DEDICATION
Itl.l Nothing in this Agreerrwnt shall be coustrued to ct'eate any duty to, any standard of carc with
ref'crcnce to. or any liability to any pcrson not a Pafiy to this Agrc€ment. No undertaking hy one
Party to the othcr undcrr any provision of this Agreement shall constitute the dedication of that
Party's systcrn or any Portion thercof to the other Party or to lhe puhlic or affect th(] $tatuyof
Idaho Power as an independent public utility corporation ol Seller as an independent individual or
entity.
ANTICLE XIX; SEVERAL OBLIGATIONS
19. I Except where ripccitically stated in this Agreement to be otherwise , ths duties, obligations and
liabilities of the Parier are intcnded to be several and not joint or collectivs. Nothing contained
in this Agreenrent shall ever be construcd to crcale an associ{rtion, tnlst, partnership or joint
venlurc or impose a tnlst or partnership duty, obligation or litbility on or with regard to either
Party. Each Party shall he individually and severally liablc for its own obligations under this
Agreenrent.
ARTICLEXX: WAIVER
20. I Any waivcr at any tinre by e ither Party o[ its rights with respect to a default under this Agreement
or with respect to uny other rnillters arising in connection with this Agrccment shall not be
deenred a waiver with respcct to any subsequent default or other matter.
AETLQI,E XXI: CIIOICE OFLAWS AND VENUE
2l .l This Agreenrent shall be construed und interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
21.2 Venue for any litigation arising oul of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County ol'Ada.
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 23
AR LT
ZZ.l Dlspures - All tlisputes rclaterl tu er ilrishrg urrdcr thir Agrecnruut, inclurJirrg, but rrot linrited to,
thc interpretation of the term$ and conditiotrs of this Agreenrnt, will be $ubmitted to the
Contrnission for resolution'
2?..2 Notico of Defggl!
2?,.2.1 Defaults. If either Party fails to pcrform any of thr ternrs or conditions of this
22.3
11 11
22.3.2
Securitv for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Selle.r will providrr Idnho Power with the following:
22.1.1 Insurance - Evidsnce of compliancc with the provisions of paragraph 15,2, If Seller
Agreement (sn "event of default"), thc nondefaulting Party shall cause notice in
writing to bc given to the defaultins Parly" specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such defuult within the sixty
(60) days after servics ol such notice, or if the defaulting Party reauonably
demoRstrates to the other Party that the default can be cured within a commercially
rcasonable tirne but not within such sixty (60) day period and then fails to diligently
pursue $uch curcr then, the nondefalrltrnE Party may, at tl$ ophon, termrnate tht$
Agteement and/or pursue its legal or eguitable remerlies,
Material B-reaeh-es - The noticc and cure provisions in paragraph 22,2,1 do not apply
to dcfaults idontifiod in this Agrccmcnt as Matcrial Brcachca, Matcrial Brcachcs must
be cured as expeditiously as possible following or:currence of thc breach.
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying cvidence that the required insurance coverage has boen replaced or
rein$tated;
Engineer'a CertifJqglions - Every three (3) years afler the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (O
& M) from a Registered Pruf$ssional Engineer licensed in the State of ldaho, which
an
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 24
Certification of Ongoing 0 & M shall be in thc fornt specified in Appendix C, Seller's
failure to supply the required certificate will be ar event of default. Such a dcfault
may orrly be curcd hy Scllcr pnrvitlirrg thc required ccrtificatc; and
22.3.3 Ltgeu;Ci-e1d JE1SIIE - During thc full term of this Agrcement, Seller thall maintain
compliance with rrll permits and licen.rer dcscribcd in paragraph 4. l.l of ihis
Agrccmeot. In additipn, Sollor will aupply ldnho Porver with copioc of any new or
additional pcrmits ol licenses. At least every tifth Controct Year, Seller will update the
docurnentation described in Paragraph 4. l.l. Il'at any time Seller fnils to maintain
complionce with the permits aod licenses described in paragaph 4.1.1 or to provide
thc docun*Rtation requircd by this paragraph, such failure will bc an cvent ofdcfault
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARI'ICIE LItll. uuvERNMb U.tHUKli44rlU-N
23.1 This Agreemcnt is sutrject to the jurisdiction of tho*e governmental agencics having control r:ver
either Party of thiu Agrecment.
AR,TICLE XXIV : COMMISSION -OBDEB
24.1 This Agreement shall hecome finally elfective upon the Commission's approval of all terms and
prnvisinns henrol' wilhortt clrange or r:nndilinn nnrl r'lerlnratinn thnt all payrrr.nfii lo he. mnde to
Scller hercunder shall bc allowed as prudently incuned expcnscs for ratemaking purposes.
ARTICLE XX]IIUCCESSORS AND ASSIGNS
25.1 This Agreement and all of thc ternrs and provisions hereof shall bc binding upon and inurc to the
benefit of the respective successors and a;uigns of the Parties hereto, exsepl that no assignment
hereof by either Party rhall beeorne effective withont the written coil$ent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing.
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EXHIBIT 806
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDO'l4Page25
any party which ldaho Power may consolidate. or into which it may rnerget or to which it may
convey or tran$fer substantially all of its electric utility assets. shall automatically, without further
acL and without nced of sonsettt or appnrvul lry tlrc Srllcr, suc'secd to all uf ltlafu Powcr's liglrts,
obligations and intarcst$ under this Agreernent. This article shall not prev€nt a financing entity
with recorded or eecured rights from exercising all rights and remedies available to it under law
or controct. Idaho Powor oholl hnv* tbo right to be notifiod by the financing entiry that it is
exercising such rightr or rcmedies.
ARTICI,E"XXVI: MODIFICATION
26.1 No modification to this Agreennnt shall bc valid unless it is in writing and signed by both Parties
and subseguently approved by the Commission.
ARTICLEXXVII: TAXES
27,l tiach Party shall pay betore delrnquency all tBxes and other govcrnmGntll charge$ which, if farled
to be paid when due, could rusult in a lien upon the Facility or the Interconnestion Facilitierr.
ARTICLE XXVItr: NOTICES
28.1 All writtan notices under thir r$eement shall be directed as fcrllows and shall be considcred
delivered when deposited in the U. S. Mail, first+lass posttrge prupaid. as followr;
To Seller: Thousand Springs Wind Park, L.L.C,
Attn: Larry Leib
1424 Dodp Ave
Helcna, MT 59601
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EXHIBIT 806
CASE NO. IPC-E-1T22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 26
To ldaho Power:
Ori$inal docgment to:
Vicc Prcsirlsntt Pow€r Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Copy of docu_msnt-to:
Cogeneration and Small Powcr Production
Idaho Power Company
POBoxT0
Boisc, ldaho 8370?
ASTICLIi XXIX: ADDITIONALJEBMS AND CONDITIONS
29,1 This Agrcemeut includes the foltowing appendices, which are attached hcreio snd included by
reference:
Appcndix A ' Gencretion Scheduling and Reporting
Appendix B - Facility and Point of Delivcry
AppcndixC - Engineer'sCertificutions
,{BTICLE XXX: SEVERABILTIY
30.1 The invalirlity or rrnenforceahiliry of any term or provi*ion of this Agreement shall not affect the
validity or enforceability ol'uny other tenrs or provisions and thig Agrcenrnt shall be construed
in all other respccts as if the invalid or unenforceabl€ term or provision were omitted.
ARTICLE XXXI: 9OUNTERPARTS
3 l - l This Agreement may be executed in two or more counterparts, each of which shall bc deemed an
original but all of which together shall constitute one and the same instrument.
ABIICTE XXXIL ENTIRE AOBEEMEM
32.1 This Agreement constitutcs thc entire Agreement of the Parties conceming thc subject mattcr
hereof and supersedes all prior or contemporaneous oral or written agre€nrcnts between the
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EXHIBIT 806
CASE NO. IPC-e-1v22
D. NELSON, ]DAHO WND PARTNERS, LLC
2nnX1Page27
Pnrties concerting the subjoct matter hereof,
N WITNBSS WI{BRBOF, The Parties heroto have caused this AgreenNnt to be executed
in their nspentive nenre* on th. dales s*r fonh below:
Idahp Powsreonpany Thourand Springn Wind Park L.L.C.
* ,L%
N. Vqn Porter - Mgr Pou,r:r Supply Opmlions
fr,anu*v 18. Zes
,/
By -r' ".t') ! ,-r -{-, :,,?-y'
,t Jorn€*q Csrkulis ffo .n, . -, y'4r --n".*
Dated ;?--"-- ,:,' ,,,. <t''' Zc;e f
"Sellcr""Idaho Power"
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 28
.tP-PENprX A
A-I MONTHL}'POWER PNODUCTION AND SWTTCIIINO REIIORT
At the end of each month the following required documsntation will be submittcd to:
Idaho Power Compdny
Attn: Cogeneration and Small Power Production
P0Box70
Boise, ldaho tt3707
Thc Meter readings requircd on this report will be the reading on the ldaho Power Meter
F.rquipmcnt measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Powcr and the maximum generated energy (kW) as rccorded on the Meter Equipment and/or any
other reguired energy measurerlmnts to adequately administer this Agrrrcrnent.
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O'14 Page 29
ldaho Power Compuny
Cogencratlon and Smsll Power Production
MONTHI,Y POWER PRODUCTION ANI} SWN'CIIING RSPORT
Month Year
Project Number:
Phone Numherl
Stnte 7,ip
ProJect Nome
Address
City
*
I
2
3
4
5
6
7
FaclUty
0utpul
Stlrtk n
Usane
S1Illon
Usase
Mcltred
Morlnum Generutiou
kw
Meter Numberl
End of Month kWh Meter Readingr
Rcglrrning of Month kWh Mcterl
Dilfercncc:
Tinres Metcr Conatant:
kWh for the Month;
Metered Demand:
Bresker Opcnine Reason Codes
Lack of Adequete Prlnre Mover
Forced Outagr of Facillty
Dirturbance of IPCo System
Stheduled Mtintcnsnce
Testing of Protection Systcnrs
Causc Unknown
Other (Explain)
Nel Generation
llreaker Cloring Record
&Time Meter
I herehy certify that the above mcter readinge are
true snd comcct as of Midnieht on the la$t day of thc
above rrxrrtth trrd that thc awitchin6 rccord is acc,uratc
and complete as required by the Flrm Energy Salcs
Agreenrent to whtch I am a Party.
$ignature Date
Brerker Opening Record
28-
?fl 812005
A-2 ROUTINE REPORTINc
Id*ho Power Contacllnfe&Uatior
Dailv Enclr.v Pr uluctiuu Rcuurtius
Call daily by l0 a.m., l-800-356-4328 or l-80O-0L{- l(}93 and leave the following
information:
r Project Idantification - Project Namc and Project Numberr Current Meter Readingr Estimated Generation for the current dayr Estimnted Ceneration ftrr the next day
Planned and Unplannedfqieeloutages
Coll l-80f1-345.1119 nnrJ leave the fcrllnwing informalion'
. Project Identification - Project Name and Project Numberr Approrimat€ time outage occuredo Estirnate.d day and tirrc of project coming back online
gel lsr' s Contact Informfltip!
24-Hour Pro.iect Otrrational Contact
Nane:
Telephone Number:
Cell Phone:
Proiect On-site,9gntact information
Telephone Number;
EXHIBIT 806
CASE NO. \PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnfl4 Page 30
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AfIENDI&B
FACILITY AND POINTOP DELIVERY
PROIF,CT NO. 3l I15055
THOUSAND SPRINCS WIND PARK
B.I DF,SCRIP'NON OT TACILITY
Thc Faciliry will consist of 7 CE Wind turbines modcl 77 SLE with individual Bcncrator ratings
of 1.5 MW for each unit, for a total Facility gencnrlor rating rlf 10.5 MW,
Tt-? LU(]A I IUN UT }ACILII-Y
Near: llagerman, ldaho
Sections: 4.5.8.9 Township: 7S Rmge: l3E - County: l'win Falls ldaho.
Sections; -19.30- Township: 65 Range:-[[- Courtty: Twin Fallg- Idaho.
B-3 SCI{EDULED FIRST ENERGY ANDOPERATION DATE
Seller has selected Qgcefnbcr 31. 2005 as the estimated Scheduled First Energr Date.
Scller has selected January. 15, 2006 ss the estimated Scheduled Opcration Date.
In making thosc s€lections, Seller recognizes that adequste testing of the Facility and completion
of all requiremcnts in paragraph 5.2 of this Agrcement must be completed prior 1o the project
being granted an Operation Datc. Idaho Power, based on tho information supplied by the Seller,
will schcdule its construction in aecordanee with Sshedule 72 and the Gcncration lnterponnection
Process.
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
valuc provided by the Seller to ldaho Power in the Generation Intercorrilestion process. This
value is the maximum energr (MW) that potentially could be delivored by tho Sellcr's Facility to
thc Idaho Power electrical system at any moment in time.
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EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2n12014 Page 32
B-5 POIN'I"OF DELIVERY
"Point of De livery" nlsans, unless otherwise agreed by both Panier, the point of where the Sellers
Facility's energy iri dclivered to the ldaho Power electrisal liystem. The lrlaho Powsr Gcneration
lntcrconnection proce$r will detcrminc the specific Point of Delivery for this Facility. Upon
conrpletion ofthe Generation Interconnection proccss the Foint ofDetivery identified by this
ploccss will bcconrc an intcgral part of this Agrocnront,
LOSSES
If the klahn Power Mr:lcring eqttiprrrenl is capnhle nf rne;rsrrring the cxRcl cnergy dclivnrias hy the
Seller to the Idaho Powcr clcctrical sysleln at the point of l)elivery, no Losses will be calculrted
for this lracility, If the ldaho Power Metering is unable to rneasure ths sxilct energy deliveries by
the Seller to the ld{ho Power electrical system at the Point of Delivery, s Losses calculation will
be established 1o measurE the energy losses (kWh) betwecn the Scller's Facility and thc ldaho
Power Point of Delivery. This loss calculotion will be initially .\et 'al 2o/o of the kWh energy
production recorded on thc tacility generation metering equipment. At such time as Seller
providcs ldaho Power with the electrical equipment specifications (transformer loss
tipguifi$atiol$,cuttductut r:iirr:s,ctu)uf allulthcelEutrital cquipnrculLrclwecnthcFacilityarrtltlru
Idaho Power elecrical system, Idaho Power will configure a reviscd loss calculation formula to
be agreed to by both parties and used to ealculate the kWh Losres for the remaining term of the
Agreement. If at anytinre during the tcrnr of this Agreement, Idaho Power detern'rinee that the
lors calcutation does not correctly reflect thc actual kWh losses attributed to the electrical
equiprnent between thc Facility end the Idaho Power electrical $y$tem, Idaho Power may adjust
the calculation and retroactively adjust the previous nronths kWh loss calcutations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection proces$ will deternrine the specific metcring and
tetemetry rcquirements for this Facility. At the minimulil the Metering Equipment and Telemetry
- 3l-
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B-7
zl812005
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 33
D-7
equipment mulit be ahle to provide and recorel hourly energy deliveries to the Foint of Delivcry
and any other energy mea$urements required to administer this Agreenunt. These specifications
will irrelurjc Lul ru,rt l.rc lirrritcd tu cquiprrtcrtl spccifications, crlriPrrrcnt lr:satiprr, lclnhu Puwcr
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the ldah<l Power provided equipmcnt. The ertirc Gencration
lntercoiltreclion proeeFx, including but not lirnited to ilre equiprnent specifications ancl
requirements will become nn integral part ol this Agrccnrent. Seller will arrarrge lor and muke
available at Seller's cost communicnlion circuit(s) conrpatible to ldaho Power's communications
cquipment and dedicated to ldaho Power's use terminating at the ldaho Power facilities c4rrable of
providing ldaho Power with continuous instantaneous infonnation an the Facilities energy
production, ldaho Power provided eguipment will be owned ard maintained by Idaho Power,
with total cost of purchase. installation, operation, and maintenance, including administrative cost
to be reimbursed to ltlaho Power by the Seller. Payment of these costs will be in accortlance with
Schedule 72 and the loHl mctcring cost wlll be lncluded in the calculation gf the Monthly
Operation ond Maintenance Charges spccified in Schedule 72,
SPECIN I. FACILI'TIES
The Idaho Power Gcncration Interconnection process will determine the Special Facility
rcquirements for this Facility. These specitications will include but not be limited to equipment
specitications. equipment location. klaho Power provided equipnrcnt. Seller provided equipment.
and all costs as$ocieted with the equipmenl, design and installation of the ldaho Power pn:vided
equipment. The entire Ocneration Interconnection process, inclrrcling but not limited to the
equipment specifiuations and rcquircments will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by ldaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reinrbursed to ldaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation o[ the Monthly Operation and
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?/t8nfiLr
EXHIBIT 806
CASE NO. \PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 34
Maintenance Charges specified in .Schedulc 72.
B.8 REACTIVEPOWER
B-9
Thc Idahu Pr.rwcr Cerrsratiorr ltttcrconncstion lllr,';css will rlEtsrrrrirrc thc reactivc puwct'rctluilcd
to bc supplied by ldaho Power to thc Seller, tra*d upon inforrrtation prr:vided by thc .Sellcr. The
Ceneration Intercortncction process will npecify the equipmcnt required on the Idaho Power
sy$tern to meet the Facility's rcactivc power requirenrents, Tlrese specifications will include but
nol he limitcd to equipnrclrt specilications, equipment location, Idaho Power provided equipment,
Seller provided cquipmcnt, and qll costs associated with the cquipment, design and installntion of
the ldnho Power providcd equiprnent. The entire Ceneration Interconnecti(,n process. including
but nol linrited to the equipmunt specificntions and reqnircnrcnts will hecome an integral part of
this Agrccrnent. Idaho Power ewned equipment will be rnaintained by Idaho Powcr, with total
cost of purchase, instnllation, operation, and maintenance, including administrative cost to be
reimbursed to ldaho Powcr by lhe Seller. Payment of these costs will be in accordance with
Schedule 72 and the total resctive power cost wlll be include.d in thc calcutarion of rho Monrhly
Opcrntion md Mairtenance Ch{rrges specified in Schedule 72.
DISCONNI'CTION EQUIPMENT
Disconnection Equipmcnt is required to insure that the Scllcr's Facility will bc disconnected fron'r
Idaho Power's $yritem in the event of (l) the Sellerr delivery of encrgy cxceed$ the Mrximum
Capncity Amount or (2) Icleho Power or the Seller require interruption rrr curtuilment of cnergy
delivcries to ldaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Inlerconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility. this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to cquipment specifications, equipment location, Idaho Power provided equipmcnt, Selter
provided equiprnent, nnd all costs associated with the equipmcnt, dcsign and installation of the
Idaho Powcr provided equipment. Seller will install all Seller provided equipment, control wire
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zl812(x)5
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 35
and conduit necess.try for the opemtion of the Di$eonnection Equipment. Through the
Generation Interconncction process, Idaho Power will supply details tbr the disconnection panel
anrj will tcst tlls cquiplncrrt ;.1iur tu urry upruratiurs uI thc Fauility, Scller wlll provitlc druwirrgl uf
thcir interconnection wiring for engineering approval prior to installation. The entire Generation
lntcrconncction procens, including but not limited to the equipmcnt spscificntions nnd
requirementc will beconre an integral prrt of thit Agreement, Idaho l)ower ownod equipm*:nt will
bc maintained by tdaho Power. with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idalro Power by thc Setler.
Paynpnt of thc.se costs will be in aceorclance with Schedule 72 ilnd the total Disconncction
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72,
B-10 cosTs
The ldaho Power Generation lnterconnection process and this Agreement will identify all cost tbr
this Facility to intercolrnect to the Idaho Powcr systerr, including but not limited to the cost of
Metering eguipnrent, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipmenr, Prorection equipmcnt and Inlsrconnection Equipmcnt. As sprcilicd ln thc Oeneratltu
Interconncction process and in accordance with Schedule 72 and this Agreement the Seller will
reimhurse Idaho Power for all costs usriocieted with this equipnent. In addition to the cquipmeflt,
instollqtion ond constmction charger ao specified abovo, durin6; the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). Thc monthly opcrations and maintenance charge will begin on the
first day of thc rnonth followins the date which ldaho Power has comBleted installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
I;aciliry. The rnqnthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedulc 72. Upon reconciliation of the actual costs, in
accordance with Schedulc 72 the monthly operations and maintenance charge will be adjtrsted to
34-
2Jt$n(fis
EXHIBIT 806
CASE NO. IPC-E-13-22
D, NELSON, IDAHO WND PARTNERS, LLC
2nnV4 page 36
r€flect the actual co$t incurred by ldaho Power and previously charged monthly op€rstioo eld
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power wlll rcfuncl or Scllcr will rcmit uly undorpayrrrcrrt uf thc adjuutcd ururthly upcrariulrs and
mainlenance chargc within sixty (60) days of the determination of this amount.
B II SALVACE
No lnter than sixty (60) days afier the tennination or expiration of this Agrecment, Idaho Power
will prepare and forward to Seller an e$timst€ of the remaining value of those ldaho Power
furnished Iniercornection Facilities as required under Schedule 72. the Generation
Interconnection Process and/or described in thig Agrcement, less the cost of rsmoval and transfer
to Idaho Power's nearest warchouse, if the Interconnection Fasilities will be removed. If Seller
elects not to obtain owncrship of the Interconnection Facilities but instead wishes that Idaho
Power reimburne the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage valus as sstrm{ted by ldaho Power and ldaho Power $hall pay such arnount to Scller
within thirty (30) dnys after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any pre$ont or ftiturc payment$ due Idaho Power.
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EXHIBIT 806
cAsE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 37
APPENDIXC
ENGINEER S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hercinafter collectively referred to as "Engineer."
herehy states und certifies to the Seller as followr:
l. That Engineer is a Liccnsed Professional Engineer in good standing in the State of ldahrr.
2, That Engincer has reviewed the Energy Sales Agreement, hercinafter "Agreement," hetween
Idaho Power as Buycr, ond as Seller. dated
3. That the cogeneration or small power production project which ir the subject of the Agreement
and is hereinafter reterrtrd to asand this Statement ts rdentthed as lttlo I'aclhty No.
the "Project."
That the Project,commonly known as the
Froicct. is locatcd in Scction . Townshio
Range
-,
Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power fnr R lwp'nty (20) ye,er perind.
6. That Enginoer has substantial experience in the design, construction and operation of electric
power plants of the strne tyPc &s this Project.
7, That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or superviscd the review of the Policy for Operation nnd
Maintenance ("O&M') for this Project and it is hie professional opinion that, provided said Project has
bean designed and built to appropriate slandards, adherencc to said O&M Policy will rc*ult in the
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 38
Project'"r proelucing at or near the dcsign electrical output, efficiency and plant t'actor for a twenty t20)
year period.
9. That Bngineer rccugrriecs thut ltlahu Puwur, ilr aceurdauuc with pnragraph 5.2 uf thc Agrccrrrcrrt,
is relying on Bngineer's represent&tions and opinions contained in this Statement.
10. That Enginecr certifies that the above staternents are complete, true and accurate to the best eil'his
knowlodgo and thsrefors oets his hand and real below.
(P.8, Stamp)
Date
By
-37-
?t8/2005
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
2nPU4 Page 39
-,
AI'PENDIXC
ENOINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersi6;ned ."-**-on behalf of himself gnd
hereinafter collectivcty refcrred to at "Engineer," hereby
state$ and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standinS in tlre State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement. hereinafter "Agreement," between
Idaho Power as Buyer, snd
-
as Seller, dated
3. That the cogenuration or smrll powcr production pdcct which is the ruhject of the Agreement
and this Statenrcnt is identified ut IPCo Facility No.and hereinafter referred to as the
"ProJect",
4. That the Project, which is cotrutronly known ss
.ho
Pro.icct. is loc.rtsd ut
5, That Engineer recognizes that the Agreement provides for the Prcrject to furnish electrical energy
to Idaho Power for fl tlve,rty (20) year period.
6. That Engineer hrs substantial expericnce in the design. constmction nnd operntion of clrrctric
power plant$ of the same tyPe a$ this Project.
"1 . That Engineer has no economic relationship to the Dcsign Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintensnce
records since the last previous certified inspeoion. It is Engineer's professional opinion, based on the
Project's appeartncc, that its ongoing O&M has becn substantially in accordance with said O&M Policy;
thar it is in reasonably good operating condition: and that ifadherence to said O&M Policy continues, the
Project will continue producing at or ncar its design elcctrical output, etficicncy and plant factor for the
.38-
EXHIBIT 806
CASE NO. IPC-E-13.22
D. NELSON, IDAHO WND PARTNERS, LLC
znnfl4 Page 40
rcmaining
-
yeirs of thc Agrcement,
9. That Enginer rccognizes that ldaho Power, in accondance with paragraph 5.2 of the Agrcemont,
ls rclylng ul Btrgfuuu'r rcp,swntstiuus and opinious containcd in this Statcnrnt,
10. That Enginmr ceiliffes that the abovc $titements are complete, truc and accur&te to the best of his
knowledge and therefors sets his hand and seal below,
(P.E. Stamp)
Date
By
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Nt8t70o3
EXHIBIT 806
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 4'1
l.
2.
APPENDIX C
INCINEERS CERTIFICATTON
OF
DTiSIGN & CONSTRUCTION ADEQUACY
Thc underiiigned , on behalf of himsclf and
hereinafter collectively referred to as "Engineer",
hereby states and certilies to ldaho Power as fellows:
That Engincer is a Licensed Profesrional Engineer in good stantling in the State of ldaho.
That Engineer has rcviewerl lhe Firrn Energy Sales Agreement, hereinaftcr "Agreemcnt",
between lduho Power as Buyer, and as Seller, dated
3.That the cogsnerstion or small power procluction project which is the subject of the
and is hereinafterAgrcement and this Statemcnt is identified as IPCo Facility No
referred to as lhs "Project",
4. That the Project, which is commonly known as the
Project is located in Section Township
Range .-, Boise Meridian,County, ldaho.
5. That Engineer recognizes that the Agreement provides fbr the Pmjeut to furnish eleetrical
energy to Idaho Power for a
-
(-) year period.
6. That Engineer has substantial expcricncc in the design, construction and operation of
electric power plants of the samc type as this Project.
'l . That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
E. That Engineer has reviewed the engineering derign and con$truction of the Project,
including the civil worh clectrical work, generating equipment, prime moyer conveyance systenr, Seller
fumished Interconnection Facilities and other Project facilities and equipment.
- 40-
EXHIBIT 806
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4Page42
9. That the Project has been sonstrusted in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agrcement.
10. That the design arrd construction of thc Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in rccordanee with the
tcrmaofthcAgrccmcntandwithPrudontElocrricalPraotieeefora-(*Jyearperiod'
ll. That Engineer recognizes that ldaho Power, in accordance with paragraphS.2 of the
Agreement, in intcrconnecting the Project with its $y$tem, is relying on Engineer'.s representati<ins and
npinions contrtined in this Staternent.
12. That Engineer certifies that the above staternonts are complete, true and accnntte to the
hest ofhis knowledge and thcrcfore scts his hond and seal below,
(P.8. Stamp)
Date
Dy
- 4t-
EXHIBIT 807
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
EXHIBIT 807
CASE NO. IPC E-13-22
D. NELSON,IDAHO WIND PARTNERS, LLC
Arlrsls
t
,2
:l
4
5
(r
"t
8
I
l0
il
l2
t3
t4
l5
l(r
t7
l8
l9
20
2l
7)
23
24
25
26
n
28
29
30
3t
32.
EXHIBIT 807
cAsE NO. IPC-E-',t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712O14 Page 1
FIRM ENERGY SALFS ACRBI]M}iN'T
BITTWEEN
IDN}IO POWERCOMPANY
ANt)
BUIiLBY BUTTB WIND PARK I-,LC
TABLE OF CONTEN'TS
uu,ri
Dafirritions
No llclirurcc on Idnho Power
Wrrrnnlics
(lrrrrlitions kr Accoptlnce of lincrgy
Tclur lnrl Operation Drte
Purchnse aud Snle of Net Ermrgy
Purchnsc Price and Mcthocl ol Faynunt
Ilnvironnrantnl Attributcs
liloility an(l hlor'eolln$ction
Disoonncctiou Equipnunt
Mctcring ancl Tclcrnetry
Rccorrls
Protrrction
0pe,rntions
hxleuutilicntlon arrrl hsuraucs
[orce Majeure
Lnrrrl lliglrts
l.inbility; Dslicntion
Scvcral Obligntiirns
Wnivcr
Choice o[ L,nws arrd Vunuc
Disprrtc.s lnrl l)elhrr [l
Governmental Authorizrrt iort
Conrnrissiort ()r'tlcr
Succcs$ors aucl Assigns
Mrxlifioution
'Inxcs
Noticos
Aclditionrl Tern* nnd Conditions
Scvcrnbility
Counterparts
ltntirr Aglcernont Signstur'6s
Appendix A
Appenclix H
Appendix C
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
FIRM ENEROY SALES AGREEMENT
(10 aMW ff Le$$)
BTJRLBY BUTTE YvU'{g&{RK LLC
Project Numbcr; 3 1765170
2n120'14 Page 2
THIS AGREEMENT, enterecl into on ttis 511 day of*Mey- 2005 between
BURLEY BUTTE WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sornetimes refered to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, constmct, own, maintain and operate an elecric generation
facility; and
WHBREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric encrgy
produced by the Seller's Facility.
THBREFOIfE, Lr consideration of the mutual covenants and agreernents hereinafter set forth, thc
Parties agree a$ follows:
A"&T-I"QIALDI1TUJXIIAIS,
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following rneanings:
l.l "eg.E$iss!g4" - The Idaho Public Utilities Commission.
1.2 "eonlfggtXgel" - The pcriod commencing cach calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Desienated Dispatch Facitity" - Idaho Power'$ Syutems Opcralions Oroup, or any subsequent
group designated by Idaho Powcr.
"Disconnection F,qUigngq!" - All equiprnent specified in Schedule 72 and the Generation
Interconnsction Process and any additional equipment specified in Appcndix B.
"Facility" - That elecric generation facility desuibed in Appendix B of this Agrcement,
1.3
t.4
1-
1.5
5t4t2ffi5
CASE NO i}3]E:I:21
D. NELSoN, rDAHo wND t#;|trs;*:
1.6 "First Energy Date" - The day comrnencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirement$ of Aficle IV and thc Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Gg!g!Alie[-lntqrconne,ction Process" - Idaho Power's generation intcrconnection application
and engincering review process developed to ensure a safe and reliable generation
interconnection in cornpliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
l.B 'Ingdygrte![ElEIgy" - Elcctric energy Sellcr docs not intend to generate. lnadveftent energy is
more particularly described in paragraph 7.3 of this Agreetnent.
1.9 lf lnterconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Proccss and any additional cquipment specified in Appendix B.
1.l0 "lnitial Capacity Determination" - The process by which Idabo Power confirm$ that under
normal or average design conclitions the Facility will generate at no more than l0 averagc MW
pcr month and is therefore eligible to bc paid the published rates in accordance with Commission
Order No. 29632.
l,'l 1 "Losses" - 'l'hc loss of electrical energy expn:ssed in kilowatt hours (kWh) occnring as a result
of the transformation and trattsmission of energy between the point where the Facility's encrgy is
metered and thc point the Facility's energy is clclivered to the Idaho Power electrical system, The
loss calculation formula will bc as specified in Appendix B of this Agreement.
L 12 ' MgAg1EngIgygA$" - Eighty-five percent (85%) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement indcx, which is similar to the Dow Jones Mid-
Colunrbia Index. The selected replacement index will bc consistent with other similar agreements
and a commonly used index by the electrical industry.
L t3 "Materiat Breach" - A Default (paragraph 22.2.1) $ubject to paragraph 22.2.2.
EXHIBIT 807
D. NELS.N, r onno ffioE Jnoc,it*?-.J'.rt2nny4 Page 4l.14 "Maximum Capacity Amo " - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
L15 "M.gEd[gEulplnel!1 - All equipment specified in Schedule 72, thc Generation Interconneetion
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the $ellor's electric generation plant and
Idaho Power's system.
L l6 "Net Energy" - All of the electric encrgy producecl by the Facility, less Station Use, less Losses,
exprcssed in kilowatt hours (kWh). Seller commits to dcliver all Net Energy to Idaho Power at
the Point of Delivery for the full tertn of the Agreement. Nei Energy does not include htadvertent
Energy.
l.l7 "Operetian Date" * The day comrnencing at 0001 hours, Mountain Tinre, following the day that
all requirements of paragraph 5.2 have bcen completed.
1.18 "Point of Deliverv" - The location specified in Appenclix B, where Idaho Powcr's and'the
Seller's electrical facilities are interconnected.
l.l9 "Prudent Electrical Practiccs" - 'l'hose practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operats electric cquipment lawfully,
safely, dependably, efficiently and cconomically.
l.2O "scheduled Olpration Date" - The date specified in Appcndix B when Seller antieipates
achieving the Operation Date.
1.21 "Schedule 72'l - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "Sg$eI" * The three periods identified in paragraph 6.2.I of this Agreernent.
1.23 "$Rggigl*Eegililigd - Atltlitions or alterations of transmission antl/or distribution lines and
transformcr$ as dcscribed in Appendix ts. Scheduie 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "S!g[g&" - Electric energy that is used to operate equipment that is auxiliary or otherwise
rclated to the production ofelectricity by the Facility.
-3-
2.t
EXHIBIT 807
D. N E LS'N, r DAH.'ifNs5 JA?it-? -? t
,-%
1.25 "SIplus-Elsrgy" - (l) Net Energy produced by the Selter's Facility and delivered r" r'#t8lf,I"n" u
Power electrical systern during the month which exceeds I l0% of the monthly Net Energy
Amount for the coresponding rnonth specified in paragraph 6.2. or (2) lf the Net Energy
produced by the Seller's Facility and delivered to the ldaho Power electrical system during the
month is less than 907o of the monthly Net Energy Arnount for thc corresponding month
specified in paragraph 6.2, thcn all Net Energy dclivercd by the Facility to the Idaho Powcr
electrical systenr tbr that given month or (3) AII Net Energy produced by the Seller's Facility and
dclivercd by the Facility to the Idaho Powcr eleetrical system prior to the Operation Date.
|,26.@''-Thetotalcostofstructures,equipmentandappurtenances,
ARTICLF,II: NO REI-IANCE ON IDAHO POWER
Seller Independent Investigation - Seller w&rents and represents to ldaho Power thnt in entcring
into this Agreement and thc un<lcrtaking by Seller ofthe obligations set forih hercin, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contcmplatcd by this Agreement.
Seller Independent Expefis - All professionals or experts including, but not limited to, engineer$,
atterneys or accountants, that Scller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have bcen solely those of Seller.
ARTICLEItr: WARRANTIES
No Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, exprcssed or implied, regarding any aspect of
Setler's design, specifications, "qoip,o.nt or facilities, including, but not limited to, safcty,
durability, reliability, strength, capacity, adequacy or economic feasibility,
aU_ali&iuC&Sility JLSUS - Seller warrants that the Facility is a "Qualifying Facility," as thar term
-4-
2,2
3.1
',, ')
4.1
EXHIBIT 807
D. N ELS,N, r DAH. \ifNsDE JA?,it-E-?
t .?
is used and defined in l8 CFR fi2g?.2l7.After initial qualification, Seller will ,uf." ,u"'fl1?3|1 iSn"
u
may be required to rnaintain the Facility's Qualifying Facility status during the term of this
Agreenrent and Sellsr's failure to maintain Qualifying Facility status will be a Material Breach of
this Agreernent. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated $upport ancl compliance documents at anytime during the term of this Agreement.
ARTICLEIV;C(,)X[D-lIlQlfgiIQ-AeeEPTANeE-QFHNERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Subrnit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have bccn obtained from applicable federnl, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B. 18 CFR 292.207,
4,1.2 Opinion q[Ao-u^lu-e-l - Submit to Idaho Power an Opinion Letter signect by an attorney
adrnitted to practice and in good standing in the $tate of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4.l.l
above are legally and validly issued, are lteld in the name of the Scller and, bascd on
a reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion lrtter. The Opinion Le.tter
will be in a form acceptatrle to ldaho Power and will acknowledge that the attorney
rendering the opinion understands that ldaho Power is relying ou said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law ( 1991).
4.1.3 Initial Capacity Determination - Submit to ldaho Power such data as Idaho Power may
rcasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, r)ornul and/or average operating design conditions and Station Use data.
5.1
5.2
EXHIBIT 807
D. NELS.N, rDAHo \ifNsDEJAo*'it^,?-t li'-,3
Upon receipt of this inforrnation, Iclaho Power will review the provided auru oiT'?fto "^nt'
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 EngineerggqrlifieeliAo$ - Submit an executed H,ngineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Conrmission Order No.21690. These certificatcs will be
in the form spccified in Appcndix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificatcs.
4.1.5 tnfurArcg - Submit writtcn proof to Idaho Power of all insurance required in Arricle XV.
4.1 .6 Interconnection - Provids written proof to Idaho Power th;rt all Schedule 72 and
Generation Interconnection Prccess requiremcnts have bccn compteted.
4.1 .7 Written Acseptance - Rcquest and obtain written confirmation from Idaho Power that all
conditions to acceptance of encrgy have been 'fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power,
ABTICLII V;-]]EBMANP OPERATION DATE
lL'S$1 - Subject to the provisions of paragraph 5.2 below, this Agreenrent shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
OperatioUJ)ate - The Operation Datc may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to ldaho Power has
been received.
c) Seller has demonstrated to ldaho Power's satisfaction that ihe Facility is complete and
able to provide energy in a consistent, reliable and safc m&nner and has reguested an
-6-
5.3
EXHIBIT 807
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page I
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has rcceived written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller's failure to achieve the Operation Date within ton (10) months of the Scheduled Operation
Date will be an event of dcfault.
ARTICLE vI: PURCHA$-BAIUQIAIHQS NEr ENERGY
Delivery and Acceptance of Net Eners,y - Except when either Party's performance is excused as
providerl herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by thc Seller to Idaho Fower nt the Point of Delivery. At no time witl the tstal amount
of Net Energy and/or Inadvertent F,nergy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
NetH[gfgyArnAU$S - Seller intends to produce and deliver Net Encrgy in the fol'lowing rnonthly
amounts:
6.2.1 lnitial Year Monthly Net Energy Amounts:
6.r
6.2
Season I
Season 2
Month
March
April
May
July
August
November
Dccember
June
September
October
January
February
kwh
3.612,966
2,787,964
2.095,176
t.5 r3,939
1,662,t14
2,387,942
3,35 r ,56 r
I,939,187
2.387.420
2,134,798
1,496,471
2,659,638
Season 3
-7-
5t4n0f.5
EXHIBIT 807
D. N ELS.N, r DAH. \ifNLE |A?-l'^,?-=t]'.r?
2n12014 Page I
6.7.2 Ongoing Monthlv Net Energy Amounts - Selter shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimate$. This infonnation
will be provided to Idaho Power by written notice in accordance with parapaph 28.1, no
later than 5:00 PM of the 5e day following the end of the prcvious month. If the Seller
docs not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the lnitial Year Monthly Net Energy
Amounts specified in paragraph 6.2. I tbr the next 3 months of rnonthly Net Energy
amounts,
6.2.3 Seller's Adjustment of Net Energ)rflmount -
6.2.3.1 No later than the Operation Date, by written nol.ice givcn to Idaho Power in
accordance with paragraph 28.1, thc Scller may revise all of the previously
provided Initial Year Monthly Net Energy Amonnts.
6.2,1.2 Beginning with the end of the 3d rnonth aftcr thc Operation Date and at the end
of every third month thereaftcr: ( I ) the Seller may not revise thc immediate next
threc months of previously provided Net Energy Amount$, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 50' day following the end of the previou.s month, the Seller may
revise all other previously pri:vided Nct Hnergy Amounts. Failure to provide
timoly written notice of changed amounts will bc dcemeel to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Enelgv*Aurount - If ldaho Power is excused from
accepting lhe Seller's Net Energy as specified in paragraph 14,2.1 or if the Scller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliverios is accepted by Idaho Power, the Net Energy
-8-
5t4t2il05
Amount as specified in paragraph
suspension under paragraph 14.2.1
the following:
Where:
EXHIBIT 807
CASE NO. IPC-E-13-zz
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 10
6.2 for the specific month in which the reduction or
or 14.3.1 occurs will be reduced in accordance with
NBA s Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a,) If Idahs Power is excused from accepting the Seller's Nct
Energy a"s specified in paragraph 14.2.1 this value willbe
equal to the percentage of curtailment as specified by
Idaho Power multiplietl by the TCU as defined below.
b.) If thc Scller clcclares a Suspension of Energy Deliveries as
spccitied in paragraph 14.3.I this value will bc the sum of
the individual generation units slze ratings as specified in
Appendix B that arc impacted by the circumstances
causing the Scller to decl;ue a Suspension of Energy
I)eliveries.
TGU -Sum of all of the individual gensrator rating$ of the generation
units at this }.-acility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net linergy deliverier were either
redrrced or snspended under paragraph 14.2.1 or t4.3.1RSH =
TH = Actual total hours in the ctrrrent nronth
Resulting formula being:
Adiusted
NeiEnergy - NEA
Amount
NEA ) x(
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Encrgy or the Seller declared a Suspension of Energy.
Unless excusecl by an cvent of F6rce Majeurc, Scllcr's failure to doliver Net Energy in any
Contract Year in an &mount equal to at least ten percent tl09o) of the sum of the Initial Year Net
Energy Arnounts as specified in paragraph 6.2 shall constitute an event of elefault.
((H))SGU V
TGU
6.3
-9-
7.1
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 11
ARTICLE VII: PURCHASE PRICE AND MET}IOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy. Idaho Power will pay the non-leveliecd energy
price in accordance with Commirsisn Order 296a6 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
201 1
2012
2013
2014
201 5
e016
2017, 2018
201 I
2020
2021
2022
2A23
2024
2025
2026
Season I - ('13.50%\
Mills/kWh
37.00
37.85
38.73
39.62
40.53
4't.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.O7
$3,28
54.51
55.76
57.05
58,37
59.72
Season2 -{120.00Vo)
Millp4\Yh
60.41
61.80
63,23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
75.40
81.24
83.11
85,02
86.9S
88.99
s1.04
s3..14
95.29
s7.50
Season3 -(100.007o)
Mills/kWh
50.34
51.50
52.60
53.90
55.14
56.41
57.71
59.04
60,40
61.80
63.22
64,68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25
7.2
'7.3
$UCptU*lgneggylusg - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
Inadvertent Energy -
'l .3.1 lnadvertent Energy is electric energy produced by the Facility, exprcssed in kWh, which
the Scllcr delivers to Idaho Power et lhe Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
examplc January contaiRs 744 hours. 744 hours times 10,000 kW = 7,440,000 kwh.
Energy delivered in January in excess of 7,440, 000 kwh in this example would be
- t0-
7.4
EXHIBIT 807
D. NELS.N, r DAH. \RfNsDE JA?+tt:-=J ii8
2n12014 Page 12
Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more thsn l0
avsrage MW and therefore does not intend to genorate Inadvertent Energy, Idaho Powor
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for lnadvertent Energy
PAy"rue$lU9_Dgta - Energy pnymcnts to the Seller will be disbursed within 30 days of the date
which ldaho Power receives and accepts the docunxntation of thc monthly Net Energy and
Inadvertent Encrgy actually produccd by the Seller's Facility ancl delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission -This Agreement is a special Eontract and, as $uch,
the rates, terms and oonditions containe<l in this Agreement will be construed in accorclance with
Idaho Power Compan:v v, Idaho Public Utilities Clpmmission and Afton Energy. Inc., 107 Idaho
781, 693 P.2d 427 ( I984); I$lehq Power Companv v. Idaho Public Utilities Commission, 107
Idaho 1 127,695 P.2d I 261 ( 1985); Afton Energy. [nc. v. Idahg.Pgger fompany, I I I Idaho 92J,
729 P.2d a00 (1986)l Section 210 of the Public Utilities Regrrlatory Policies Act of l9?8 and l8
cFR $292.303-308.
AKILCIEYIIJ; Pllvuto
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributcs include, but are not limited to, Creen Tags, Green Certificates, Rencwable Energy
Credits (RECs) and Tradable Renewable Certificatcs (TRCs) clirectly associated wilh the
production of energy from the Seller's Facility,
ARrI9LE..H.;F_4C&Jr Y A"W
Dedgtr-Ql Faciltly - Seller will design, con$trtct, install, own, operate and maintain thc Facility
and any Seller-owned Interconnection Facilities $o as to allow safe and reliahle genEration and
delivery of Net Encrgy and Inadvertent F,nergy to the Idaho Power Point of Delivery for the ftlll
7.s
8.r
9.r
9.2
EXHIBIT 807
oASE NO. IPC-Ej!3-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2nnU4 Page 13
term of the Agreement.
lnterconnectionlEacilities - Except as specifically provided for in this Agreement, the required
Inierconnection Facilities will be in accordance with Schcdule 72,the Osneration Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equiprnent as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
ldaho Power operations and maintenance expen$es.
ARTICLEX:.BIW
llxcept as specifically provided for in this Agreement, the requircd Disconnection F,quipment will
be in accordarrce with Schedule 72, thc Generation Interconnection Process antl Appendix B.
'l'he Seller is responsihle lbr all costs associated with this equipment as specified in Schedule 72
arrd the Generation Intercomectiott Process, including but not limited to initial costs incurred.by
ldaho Power for equipment co$t$, installation costs and Idaho Powcr ongoing monthly operations
and monthly maintenance expenses,
ABTICLE Xi; METERING AND TELEMETRY
Metering and Telemetry - ldaho Power shall, for the account of Seller, provide, install, and
maintain Mctcring H,quipment to be located at a mutually agreeel upon location to rccord and
meflsure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appenclix B of this Agreernent. The Mctcring Equipment will bc at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and nraximum energy dcliveries (kW) in a rtanner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical $y$tem. All Metering Equipment and
installation costs shall be bome by Seller, including costs incurre<l by Idaho Power for inspecting
and testing strch equipment at reasotrable intervals at ldaho Power's actual cost of providing this
- t2-
l0.r
I l.l
EXHIBIT 807
D. NELS.N, I DAH. \ifNLE JAoRitt? -? t
r?
21712014 Page'14
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters useel to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspecte<|,
tested or adjusted.
ll.2 Meterlnspection -Idaho Power shall inspect installations annually and test meters on the
applicablc pcriodic test schedule rclevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or tcst of a
metcr and Scllcr shall pay the reasonable costs of such special inspection. tsoth Parties shall be
notified of the time when auy inspection or test shall take place, and each Party rnay havc
representatives pre$ent $ the test or inspection. If a meter is fbund to be inaccuratc or dcfective,
it shall be adjusted, repaired or replirced, at Idaho Power's cxpcn$e in order to provide Bccurate
tnetering. If a nreter fails to register, or if the me&gurement made by a nretsr during a test varies
by more than two percent (2 o/o) from the measnrement made by the standard meter used in the
test, adjustment (either upward or downward) to the payment$ Seller has received shall be macle
to correct those paymelts affected by the inaccurate meter for the actual period during which
inaccnrate measurements wers urade, If the actual period cannot be detprmined. corrections to
the paynrents will be based on the shorter of (l) a periocl equal to one-half the time from the clate
of the last previous test of the meter to the date of the test which cstablished the inaccuracy of thc
meter; or (2) six (6) moRths.
I 1.3 lSlLeEy - Idaho Power will install, operale and maintain at Seller's sxpen$c fietering,
cornmunications and telemetry equipment which will be capable of providing ldaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to ldaho Power's Designatcd Dispatch Facility.
ARTICLE XII: RIICORDS
l2.l MeinteneleedB$gtd$ - Sellcr shall maintain at the Facility or such other location mutually
acceptable to the Partics adcquatc total generation, Net Energy, Ststion Use, Inadvertent Energy
- 13-
13r
t?.2
14.l
.ASE No !I5lEll,::l
D. NELSON, IDAHO WND PARTNERS, LLC
2n 12014 Page 1 5
and maxirmrm generation (kW) records in a fortn and content recommended by Idaho Power,
Inspection - Either Party, after reasonable notice to the r:ther Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pcrtaining to the Sellerh Facility.
ARTTCLE Xnr - PRp.TEC-TION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordsnce with Schedule 72, the Generation Interconnection Process. Appendix B
of this Agreemcnt, Prudent Electrical Practices, the National Hlectrical Code, the National
Electrical Safety Code and any other applicable local, state and federal coder, Seller
acknowledges receipt of the Generation Interconnection Process. lf, in the reasonable opinion of
ldaho Power, Seller's operation of the Facility or lnterconnection Facilities is unsafe or may
otherwise adversely sffect Idaho Power's equipment, personnel or service to its ctrstomers, Idaho
Power may physically intem.rpt the flow of energy frorn the Facility as specified within Schedule
72, the Ceneration Interconnection Process or take such other reasonable steps es Idaho Power
deems appropriate, Except in the case of an emergency, ldaho Power will attempt to notify Seller
of such intemrption prior to its occurrence as provided in paragraph 14.9. Scller shall provide
and maintain adequate protectivc cquipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. [n some ca*ses, $ome of Seller's protective relays will
provide back-up protection for Idaho Power'.c facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost ofsuch annual testing.
ARTICLE Xry - OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
- 14-
EXHIBIT 807
D. NELS.N, rDAHo \ifNT JAoFi,it-h? i.%
2nnU4 Page 16
14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or acceptillg
lnadvertent Energy produced by the Facility and delivercd by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeurc, or if ldaho Power
determines that cunailrnent, interruption or reduction of Net Energy or Inadvertent
Encrgy dcliveries is necessary because of line construction or maintenance requirements,
enrergencies, electrical system operating csnditions ou its system or as otherwise required
by Prudcnt Electrical Practices. If, frlr rcasons other than an event of Forcc Majeure,
Idaho Power requires such a curlailment, interruption or reduction of Net Energy
deliveriss for a period that exceeds twenty (20) days, beginning with the twenty-first day
q:f such intemrption" curtailment or reduction, Seller will be deemcd to bc dclivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the intemrption,
curtailment or reduction is terminated.
14.2.2 If, in the reasonable opinion of Idaho Powcr, Seller's operation of the Facility or
Interconnection Facilities is unsat'e or may otherwise adversely affect ldaho Power's
equiprnent, personnel or service to its customers, ldaho Powcr may physically interrupt
the flow of energy frsm thc Faeility as specified within Schedule 72 or takc such other
reasonable steps as Idaho Power deems appropriate.
14.2-3 Under no circumstances will thc Seller deliver Net F.nergy and/or Inadvertcnt Hnergy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount, Seller's failure to limit deliveries to the Maxinrunr Capacity Arnount
will be a Material Breach of this Agreement.
14.3 Seller Declarcd Suspension of Encrqv Deliverigl
14.3.1 If the Seller's Facility experiences n forced outege due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of aclcquate
preventativc rnaintenance of the Scller's Facility, Seller may, after giving notice as
- 15-
CASE NO iIS]?]:21
D. NELSoN, rDAHo wND PADITfEi;l!?
provided in paragraph 14.3.? below. temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facilily or from individual generation unit(s) within the Facility
itnpacted by the forccd outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Dcclared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification at specified in paragraph 14.3.2 anel will continue for the
time as specified (not less than 48 hours) in the written notificetion provided by the
Scllcr. ln the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Arnount will be adjusted as specified in paragraph 6,2.4,
14.3.2 lt the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.t, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of thc Declared Suspension of Bnergy Dcliverics will be at the
eadiest the next full hour after making tglephonc contact with Idalro Power. The Seller
will, within 24 hours after the telephone contact, provicle Idaho Power a writtcn notice in
accordance with Articlc XXVtII that will contain the beginning hour anel duration of the
Declared .Suspension of Energy Delivcrics and a dercription of the conditions that caused
the Seller. to initiate a l)eclared .Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determine Ictaho Power's acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as.,ipecificel in paragraph 14.3.1. Idaho Powcr'$ accsptance of the Sellei's
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglcct, disrepair or lack ofadequate preventative msintenance ofthe Seller's Facility.
14.5 Y.oltaee Levels - Seller, in accordance with Pnrdent Electrical Practices shall minimize voltage
fluctustions and rnaintain voltage levels acceptable to Idaho Powcr. ldaho Power may, in
accordance with Prudent Electrical Practices, upon one hundrcd eighty (180) days' notice to the
Seller, changs its nominal operating voltage level by rnore lhan ten percent (109o) at the Point of
- 16-
EXHIBIT 807
CASE NO. \PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
Delivery, in which case Seller shall modity, at Idaho Power's sxperse, Seller's "6fl69{6rft"gi
18
neces$ary to accommodate the modified nominal operating voltage level.
14.6 Oenerator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconn€ction to ldaho Power's electrical system. Generation ramping may be required to permit
Idaho PowerS voltage regulation equipment time to respond to changes in power flow.
14.7 Schc<lulsd lktrllerrgrcg - On or before January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant tacility maintenancc for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination a$ to the acceptability of the Seller's timetable for scheduled
Ruintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Pfity shall unreasonably withhold
acceptance of the proposed maintenance schedule.
Ulginq:nance Coordinatiou - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility lnnintenance sehedulcs such tltat they occur simultaneously.
Corrtact Prior to Curtailme{ - Idaho Power will make a reasonable attempt to contact the Sellcr
prior to. exereising its rights to cnrtail, interrupt or reducs deliveries fror:r the Seller's Facility.
Seller understands tlrat in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power rnay not be able to provide notice to the
Seller prior to intemrption, curtailment, or rcduction of electrical encrgy deliveries to Idaho
Power.
ARTICLE XV: INDIMNITICA]]QbI AND INSURANCE
Indemnification - Hach Farty shall agree to hold harmless and to indemnify the other Party, its
officers, agonts, affiliates, subsidiaries, parent company and enployees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's construction, ownership, operation or
- t'1-
14.8
14.9
15. t
EXHIBIT 807
D. N E LS.N, r DAH. \ifNLE JA?+trES;l ff3
maintenance of, or by failure of, any of such Party's works or facilities used in ""n,iflffJnofi,iffi
1e
this Agreement. The indemnifying Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, inclucling
reasonable attorney fees that may be incurred by the othcr Party in enforcing this indernnity.
15.2 lnsurar]ge - During the term of this Agreement, Seller shall sccure and continuously carry the
following insurance coverage:
15.2.1 eomprehensivc (ieneral Liability Insurancc for both bodily injury and property damage
with limits equal to $1,000,000, each occurence, combined single limit. Tho deductible
fcrr such insurancc shall bc con$i.$t6nt with current lniturance Industry Utility practices for
similar property.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A,M,
Best Company rating of A- or better and shall include:
(a) An endorsement namitrg Idaho Power as an aclclitional insurcrl and loss puy"* ot
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduccd without sixty (60) days' prior written nnticc to Idaho Power,
15.3 Seller to Provide Certificate of Insuf{nge - As required in paragraph 4. 1.5 herein and annually
thcreafter, Seller shall furnish Idaho Power a certificate of insurance, together wirh the
endorsements required therein, evidencing the coverage as set forth above,
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insuranee coverage required by
paragraph 15.2 shall lapse for any rea$on, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
rcplace the coverage will constitute a Material Breach of this Agreemcnt.
ARTICLE XVI. FORCE MAJEURE
As used in this Agreemettt, "Force Majeure" or "an event of Force Majeure" means any c&use
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beyond the control of the Seller or of ldaho Power which, despite the exercise of ,lr'zJf;?lg1fi3g: 'zo
such Party is unable to prevent ot overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in ltw or regulation occurring after
the OperatioR Dflte, which, by the exerci$e of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agrenrcnt because of an cvcnt of Force Majeure, both Parties shall be excuscd from
whatever perlbrmance is affectecl by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurence of the Fbrce Majeure, givc the other Party writtcn notice deseribing
the particulars of the occurrence.
(2) The suspension of performancc shall be o[ no greater scopc ancl of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have bcen t'ully
pertorrrrcd before such occuffencs shall be excused as a result of such
occllrrence.
IRTICL! XJ ll :-IANDIRIGH'IS
Seller to Provide-Access - Seller hereby grants to ldaho Power for the tenn of this Agreement all
necessary rights-of-way and easements to in$tall, operate, maintain. replace, and remove Idaho
Powcr's Metering Equipment, Interconncction flquipment, Disconncction Equipment, Protertion
I!,quipment and other Special Facilities nece$$ary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
e&lements and rights-of-way from third partics so as to provide Idaho Power with the access
descrlbed above. AII documents granting such easements or rights-of-way shall be subject to
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EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 2'l
Idaho Power's approval and in recordable form.
17 .2 Use of Public Rishts-ot'-Way - The Parties agree that it is neccssary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
con$tructed in close proximity. Thercfore, subject to ldaho Power's compliance with paragraph
17.4, Scller agrees thot should Sellcr seek and receive from any local, state or f'ederal
governmental body the right to erect, construct atrd nnintain Seller-ftrrnishecl Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any luture use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and ldaho Power nray claim use of sttch public right-of-way for such purposes at flny
time. Except as required by paragraph 17.4, Idaho Power shall not be required.to compensate
Seller for exercising its rights under this paragraph 17.2.
Joint Use of Facilities - Subject to Idaho Power'.s compliance with paragraph l?,4, Idaho Power
may use and attach itlr distribution and/or transmission facilities to Seller's Interconnection
Facilities, may recon$truct Seller's [nterconnection Facilities to accommo<tate Idaho Power's
u$age or ldaho Power nlay construct its own clistribution or transmission facilities along, over and
above any public right-of'-way acquirod from Seller pursuant to paregraph l'l .2, attaching Seller's
Intelconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho I'ower shall not be requirtd to compensate Seller for exereising its rights undcr this
parngraph 17.3.
Csnditions ef Use - It is the intcntisn of the Parties that the Seller be left in substantially the sarne
condition, both financially and electrically, ac Seller existed prior to Idaho Power'.s exercising its
rights under this Article XVIL Therefore, the Parties agree that the exercise by Idaho Power sf
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (l) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equiiably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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resolution anrl the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an intereonneciion to Idaho Power's sy$tem of equal capaeity and durability
as existed prior to ldaho Power exercising its rights uneler this Articls XVII.
ARTICLE XVIII: LIABILITY: DEDICATION
l8,l Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this A$eement. No urdertaking by one
Party to the other nndel any provision of this Agreernent shall constitute the dedication of that
Party's system or any portion thereof to thc othcr Party or to the public or affcct the status of
Idaho Power as nn independent public utility corporation or Seller as an independent individual or
enlity.
ARTICI,E XIX: SEVERAL OBLICATIONS
19,1 Hxcept where specifically stated in this Agreement to be otherwise, the duties*obligations and
liabilities of the Parties are intendecl to be scveral and not joint or collective. Nothing contained
in this Agreement shall ever be constnred to create an association, trust, partnership or joint
venture or impose e trust or partnership duty, obligation or liability on or with rogard to either
Party. Each Party shall be individually ancl sevcrally liable for its own obligations under this
Ageement.
ASXICLE"XX; .."T[$I}NEB
20.1 Any waivcr at any tirne by either Party of its rights with respect to a default under this Agreement
or with respect to any other mattcrs arising in connection with this Agreement shall not be
dscrned a waivcr with respect to any subsequent default or other matter.
ARTICLE XXI: CHQICH OF LAWS AND VENUE
2l.l This Agreement shall be construcd and interpreted in accorrlance with the laws of the State of
Idaho without reference to itr choice of law provisions.
21.2 Venuc for any litigation arising out of or related to this Agreement will lie in the Distriet Court of
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EXHIBIT 807
CASE NO. \PC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
the Fourlh Judicial District of Idaho in and for the County of Ada.
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ARTICI,@DEFAUIT
22.1 Disputes - All disputes retated to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreenrent, will be submitted to the
Commission for resolution.
22,2 Nsuec_stlsfau[ -
22,2.1 FqfauttS, If either Party fails io perForm any of the terr:rs or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall eause notice in
writing to be given to thc defaulting Party, specifying the manner in which such
default occumed. If the defaulting Party shall fail to curc such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
- demonstrates to the other Party that the default can be'cured within a commcrcially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, thcn, the nondefaulting Party may, at its option, terminate this
Agreement anrUor pursue its legal or equitable rcmedies.
22.2.? Materiai llrgachcs - The notice and cure provisions in paragraph 22.2.L do not apply
to defaults identifiecl in this Agrecment as Material Breaches. Material Breaches must
be cured as ex;reditiously as possible following occurrence of the breach.
223 Secu$y_fof-Eedofmalgg - Prior to the Operation Date and therenfter for the full ternr of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 le$srEseg-Evidenceof compliancewiththeprovisionsof paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying cvideuce that the required insurance coverage has been replaced or
rcinstatedi
22.3.2 Engineer's Certifisalipln$ - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance (O
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2n12014 Page 24& M) from a Registered Professional Engineer licensed in the State of ldnho, which
Certification of Ongoing O & M shall be in the forn: specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Sueh a default
may only be cured by Seller providing the required certificate; and
72.3.3 ti(:cnses and Permits - During the full term of this Agrcernent, Scller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agrccment. ln additiou, Seller will supply Idaho Power with copie* of any new or
ndditional permits or liccnscs. At least every fifth Contract Year, Seller will update the
dooumentation described in Paragraph 4.1.1. If at any timc Scller fails to maintain
corupliance with the permits and licenses describcd in paragraph 4.1.1 orto provide
the docurnentation reqrrired by this paragraph, such failure will be an evcnt of default
and may qgly bc curcd by Seller submitting to Idaho Power evidence of compliance
, frorn the permitting agency.
ARTJCTE XXIII: GOVERNMENTAL AUTHORIZATION
23.1 This Agrecmcnt is subject to the juriscliction of those goysmmcntal agencies having control over
either Party of this Agreement.
,TBTICLE XXIY: COMMISSION ORDER
24,1 This Agreernent shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and dcclaration that all peyment$ to be made ts
Seller hereunder shall be allowed as prudently incurred cxpcnse$ for ratemaking purposes.
25.1 This Agre.emcnt and sll of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respectivc successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
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first obtained. Such consent shall not be unrcasonably withheld. Notwithstana,", ,ffilJliXt*]"
any party which ldaho Power may coltsolidate, or into which it may merge, or to which il may
convey or transfer substantially all of its elcctric utility assets, shall automatically, without further
act, and without need of consent or approval by tlre Seller, $ucceed to all of Idaho Power's rights,
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights fmm exercising all rights and remedies available lo it under law
or contract. Idaho Power shall havs the right to be notified by the linancing cntity that it is
exercising such rights or remedies.
AIITICLESV L _MODIFICATION
26.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Psnics
and subsequently approved by the Commission.
ARTICL-B XXVII: TAXES
Each Pany shall pay before delinquency all taxes and other governmental charges whiclr, if failed
to be paid whcn due, could result in a lien upon the Facility or the Intercontrection lracilities.
ARTICLE XXVtrI; NOTICES
28.1 All written notices under this agreement shall bc directed as follows ancl shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Burley Butte Wind Park, LLC
1424 Dodge Ave.
Helena, MT 59601
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To Idsho Power:
"o.. *o iI3l'.:I:21
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 26
Original document.[o:
Vice President, Power Supply
Idaho Power Company
POBoxT0
Boige, Idaho 83707
eoeyltdssu.tucglla:
Cogeneration and Snrall Power Production
Idaho Power Cornpany
POtsox70
Boise, Idaho 83707
ARTICLE XXIX: :\DDITIONAL TERMS AND CONDITI0NS
This Agreemcnt ineludes the following appendices, which are attaehed hereto and included by
reference:
Appcndix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certificafi ons
ARTICI-E XX"&. $HYr&ABItU:
30.1 The invalirlity or unenforceability of any term or provision of this Agreernent shall not affcct the
' validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COI,JNTERPARTS
3 l.l This Agrcement may be executed in two or more countcrparts, each of which shall be deemcd an
original but all of which together shall constitute one and the same instrument.
ABTICLE XXXK ENTIRE AGREEMENT
32.I This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedo$ all prior or contemporaneous oral or written agreements between the
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EXHIBIT 807
CASE NO. IPC-E-1T22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnV4Page27
IN WTINESS WHEREOR The Parties hereto have caused this Agreement to be exrcuted
in their respective nailles on the dates set forth below:
Idaho Power Company Bu.rley Buttc'vYind ParkL,[*C.
N. Vern Porter - Mgr Powcr Supply Operatioos
iltnv 5" 2oo5
Dated /Yo, ,17". z-oaf
"Seller""Idaho Power"
Jsmes T. Carkulis - Managing Momber
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oASE NO. IPC-E-13-22
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APPENDIX A 2NNU4 PAgE 28
A-1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submittod to:
Idaho Power Company
Attn: Cogeneratiorr and Small Power Production
P0Box70
Boisc, Idaho 83707
The Meter readings required on this report will be the reading on the ldaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvenent Encrgy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy meagurements to adequately administer this Agreement.
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CASE NO. tPC-E]t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
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Projert Name
Addrcss
City
Idaho Power Company
Cogeneration and Smrll Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Yesr
Project Number:
Phone Number:
Stote zlo
Itacllity
Orrtnrrt
Station
Ussee
Station
Usaqe
Mctered
Maximum Generstlon
kw
Meter Nurnber:
End of Month kWh Metcr Reading:
Deglnnlng of Month kWh Metert
, Differencel
Times Meter Conslant:
kWh for the Month:
Metcred Demsnd:
*@
1 Lock of Adrquate Prime Mover
2 Forced Outrge of FacllltY
3 Dlsturbrnce of IPCo SYetem
4 ScheduledMaintenance
5 Testing of Protectlon SYstems6 Cnuse Unknorvn
7 Other (Explnin)
Net Generation
Brerker Closlng Record
Date Tinre Meter
I hereby eertify that the abov* mcter rerdlngs are
true nnd correct as of Mldnlght on the loet tlry of lhc
sbove month ond thot the swltching record is accurate
and complete as required by the Firm Energy Soles
Agreemcnt to which I am a Party.
Signature
llreaker Opening Record
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D. NELS.N, r DAH. \ifNLE JA?+'-E^? if;
A-z RourINE REpoRTINo 2nnou Page 30
Idaho Poppf Contact Inforrgtion
Dtrily Enersv Pmduction Rqpo(ipg
Callddly by l0 a,m., l-800-3564328 or l-800-635-1093 and leave the following
information:
. Project ldentification - Project Namo and Project Numbero Cunent Meter Readingr Bstimated Generation for the currerl day. Estimated Generation for the next day
Plauned-and Unplanned Proiect orlagg$
Call l-80G345-1319 and leave thc following infornuion:
r Project Identification - koject Name and Project Number. Approximate time outage occurredr Estimated day and time of project comingback online
Selier' s.Conta&t Information
24-Hour ProjeclOperational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site eqntact ifl fornration
Telephone Nurnber:
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CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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APPENDIX B
FACILITY AND POINT OF DELIVERY
pRoJECT NO. 3176s170
BURLEY BUTIE WIND PARK
DTISCRIPTION OF FACILITY
The Facility will cr:n*ist of 7 Wind turbines; model GE sle with individual generator ratings of
1..5 MW for each unit, for a total Facility generator rating of 10.5 MW.
LOCATION OF FACITITY
Near; Burlcy, Idaho
Sections: 6 Township:-*ll$-- Range: ?2 B County::e&ssla.* Idaho.
SCHEDULI]D FIRST ENERGY AND OPERATION DATE
Seller has selecred October 3Q-2@5_ _a$ the e$timated Scheduled First Encrgy Date.
Seller has sclccted December 31. 2005 as the estimated Scheduled Operation Date.
In making these sel*ctions, Seller recognizes thot adcquate testing of the Facility ancl completion
of all rcquirernents in paragraph 5.2 of this Agreement must be completed prior to the projcct
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordancc with Schedule 72 and the Generation lntsrconnection
Process,
MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to ldaho Power in lhe Generation Interconnection process, This
value is the maximum energy (MW) that potentially could be delivered by the Seller's Facility to
the ldaho Power electrical system at any moment in time,
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POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parlies, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agrcenrent.
LOSSES
If the klaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculatcrl
for this Facility. If the Idaho Power Metering is unable to me&sure the exact energy cleliveries by
the Seller to the ldaho Powcr elecrical system at the Point of Delivery, a Losses calculation will
be established to rneasure the energy losees (kWh) bctwccn the Seller's F'acility and the Idaho
Power Point of Dclivery. This loss calculation will be initially set al 2o/o of the kWh energy
production rccorded on the Facility generation metering equiprnent, At such time as Scller
provides ldaho Power with the electrical equipment spccifications (transformer loss
specifications, conductor sizes, etc) of all ofthe electrical equipment between the F*cility ancl thc
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both putics and used to calculate the kwh Losses for the remaining term of thc
Agreement, If at anytime during the term of this Agrecmcnt, Idaho Powcr elelermines that the
loss calculation does uot correctly reflect the actual kWh losses attribnted to thc electrical
equipment between the Facility and the ldaho Power electrical system, ldaho Power may adjust
thc calculation and retroactively aeljust the previous ffionth$ kWh loss cslculations,
METERING N ND TELTI.METR Y
The ldaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At thc minimum the Metering Equipment and Telemetry
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equipmcnt must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy meesurements required to administer this Agreement. These specifications
will include but not be limited to equipment specifications, equipment location, Idaho Powcr
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the ldaho Power provided equipment. The entire Ceneration
Interconnection process, including but not lirnited to the equipment specifications and
requirements will beconrc an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to lelaho Powcr's communications
cquipment and dedicated to ldaho Power's use terminating at lhe Idaho Power facilities capable of
providing ldaho Power with continuous instantaneous information on the Facilities encrgy
production. Idaho Power provided equipmcnt will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
[o be reimbursed to Idaho Powcr by the Seller. Payrnent of these eo$t$ will be in accordance with
Schedule '72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPF,CIAL FACILITIBS
The Idaho Power Generation lnterconnectioR process will clctcrminc the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
specifications, equipmcnt location, Idaho Power providcd equiprnent, Sellcr provided equipment,
and all costs associated with the equipment, design and installation of the ldaho Power provided
equipment. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requircments will become an intcgral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to bc reimbursed to ldaho
Power by the Scller. Payment of these costs will be in accordance with Schcdule'72 and the total
Special Facility cost will be included in the calculation of thc Monthly Operation and
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EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 34
Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The Ielaho Power Oeneration Interconnection process will dctermine the reactive power required
to be supplied by ldaho Power to the Seller. based upon information provided by the Seller. The
Generation lnterconnection process will specify the equipment required on the Idaho Power
system to meet the Facility'$ reactive power requircments. '['hese specitications will include but
not be limited to equipment specifications, equipmcnt location, Idaho Powcr provided equipment,
Seller provided cquipment, and all costs associated with the equipment, design and installation of
the ldaho Power provided equipment. The entire (ieneration Interconnection processr including
but not Iimited to thc equipment spccifications and requirernents will become an integral part of
this Agreement. Idaho Power owned equipment will bc maintained by Idaho Power, with total
cost of purchase, installation, operation. and mnintenance, including administrative cost to be
reimbursed to Idaho Powcr by the Seller. Payrnent of thesc cqsts will be in accordance with
Schedule 72 and the total reactive power co$t will be inchrded in the cnlculation of the Monthly
Operation and Maintenance Charges spccified in Schedule 72.
DISCONNECTION EQUIPMBNT
Disconnection Equipment is requirecl to insure that the Scllcr's Facility will be disconnected from
Idnho Power's system in the event of (l) the Sellers delivery of energy cxceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require intemrption or curtailmcnt of energy
deliveries to Idsho Power or (3) a disturbance on either Idaho Power's systsm or the Seller's
Facility. The Idaho Power Generstion Interconnection process will determine the Disconnection
Equipnrent specifications and requirement$ for this lr'acility, this equipment i$ forprotection of
the ldaho Power system and equipment only. Thcsc specifications will inclucle but not be limited
to equipment specifications, equipmcnl location, Idaho Power providetl equipment, Seller
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, conrol wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any opcrations of the Facilily, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation, The entire Generation
Interconnection process, including but not Iimited to the equipment speclfications and
requirements will becorne an integral part of this Agreement. Idaho Power owned equipment will
be maintained by ldaho Powcr, with total cost of purchase. installation. operation, and
rnaintenance, including administrative cost to be rcimbursed to ldaho Power by the Seller.
Payment of these costs will be in accordance with Schedulc 72 and the total Disconnection
Equiprnent cost will be included in the calculation of the Monthly Operation and Maintenance
Charges spceified in Schedule 72.
B.IO COSTS
The ldaho Powcr Generation lntercotrnection procc.$s and this Agreement will identify all cost for
this Facility to interconncct to the Idaho Power system, including bnt not limited to the cost of
Metering equiprnent, Telemetry equipment, Special Facilities, Rcactive Power, Disconnection
equipment, Protection equipmcnt and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 xnd this Agrecment the Seller will
reimburse ldaho Powcr for all costs associated with this equipment. In addition to the equipment,
insullation and construction charges as specified abovc, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and rnaintenance charge spccified in Schedule 72 or
its successor schedules(s). The monthly opsrations and maintenance charge will begin on thc
first day of the month following the date which ldaho Power has cornpleted installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon ths initial cost paid
- 34-
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 36by thc Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
aectrrdance witlr ScheduleT2 the monthly operations and maintcnanco eharge will be adjusted to
rcflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operstion$ and
maintenance charge within sixty (60) days of the determination of this amount.
ts.I I SALVA(;F]
No later than sixty (60) days after the termination or expiration of this Agrcement, Idaho Power
will prepan: and forward to Seller an estimatc of the remaining valuc of those ldaho Power
furnished lnterconnection Facilities as required under ScheduleT2,tbe Generation
Interconnection Process and/or described in this Agreement, lcss the co$t of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller '
elects not to obtain ownership of the lnterconnection Facilities but instead wishes that Idaho
Power reinrburse the Seller for said Facilitics thc Seller rnay invoice Idaho Power for the net
salvage value as estimated by klaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have thc right to offset the invoice
amount against any prg$ent or future payments due ldaho Power.
- 35-
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 37
APPENDEC
ENGINEERS CERTTFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafler collectively referred to as "Engineer,"
hereby states and certif,res to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho,
2- That Bnginccr has reviewcd the Hnergy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and Burley Butte Wind Park LLC as Seller, datcd
That the cogencration or small power production project which is the subject of thc Agreement
and this Statement is identified as lPCo Facility No.aod is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Burley Butte Wind Park Project, is located in
Section 6, Township 1l S, Range 22 E. Boise Meridian, Cassia County, Idaho.
5. That Engineer rccognizcs that thc Agrcement provides tbr the Project to furnish electrical energy
to Idaho Power flor a twenty (20) year period.
6. That Engineer has substantial experience in thc design, construction and operation of electric
power plants of the same type as this Project.
'l . That Engineer has no cconomic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherencs ro said O&M Policy will result in the
Project's producing at or nsar the design electrical output, efficiency and plant factor for a twenty (20)
year period.
- 36-
EXHIBIT 807
D. NELS.N, I DAH.,ifNLE JAoFi,,i'^,?'-t J'rr?
2nl2O14 Page 389. That Bngineer recognizes that Idaho Powcr, in aecordance with paragraph 5.2 of the Agreernent,
is relying on Engineer's representstions and opinions containod in this Statement,
10. That Engineer certilies that the above statements are complete, tnre and accumte to the best of his
knowledge and thercfore sets his hand and seal b€low.
(P.E. Stamp)
Date
By
- 37-
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 39
APPENDIX C
ENCINEER' S CERTIFICATION
OF
ONGOINC OPERATIONS AND MAINTBNANCB
The undersigned on behalf of himself and
to as "Engineer," herebyhereinaller collectively referred
stfltes flnd cefiifies to the Seller as follows:
l. That Engineer is a Licensecl Professional Engineer in good standing in thc .State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreernent, hereinafter "Agreemelt," between
ldaho Power as Buyer, and Budcy Butte Wind Park LLC as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinaftcr referred to as the
"Project".
4. That the Project, which is comtnonly known as the tsurley Butte Wind Park Project, is located at
250.Seuilt_65[Wss!, Burley. Idgho*
5. That Engineer recogrizes that the Agreement provides ior the Project to furnish electrical $nergy
to ldaho Power for a twenty lZfi; year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the satno type fls this Project.
1. That Engineer has no economic relatir:nship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and nraintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been $ub$tantially in accordance with said O&M Policyl
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
_ 38_
EXHIBIT 807
D. N ELS.N, ronno ffioE Jn?+-?-i
tt-f8
2nnl14 Page 409. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's represeniaiions and opinions contained in this Statement.
10. That Engineer certifies that the abovc statements are complete, true and accurate to the best of his
knowledge an<l thercfore sets his hand and seal below.
(P.8. Stamp)
By
Date
- 39-
5/4/2005
EXHIBIT 807
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 41
APPENDIX C
ENGINEER S CERTtrICATION
OF
DF"STCN & CONSTRUC:TrON ADEQUACY
The undersigned on bchalf of himself and
hereinafter collectively refemed to as "Enginccr",
hereby states and certifies to Idaho Power as follows:
l. That Enginecr is a Licensed Profcssional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Firm Energy Sales Agreernent, hereinafter "Agreement",
between ldaho Power as Buyer, and Burley Buttc Wind Park, LLC as Seller, dated
3. That the cogeueration or small power production prqicct, whish is the subject of the
Agreement and this Statement, is identified as lPCo Facility No
-_--
and is hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Burlcy Futte Wind Park Projcct, is
located in Section 6, Township I I S, Range 22 E, Boise Meridian, Cassia County, Idaho.
5. That Engineer rccognizes that the Agreernent provides for the Prcrjcct to furnish electrical
snergy to ldaho Power for a ( ) vear oeriod.
6. That Engineer has substatttial experience in the de.sign, construction and operation of
electric power plants of the same type a$ this Proiect.
7. That Engineer has no economic relationship to the De$ign Engineerof this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, gencrating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constntcted in accordance with said plans anel specifications, all
- 40-
applicable codes and consistent with Prudent
Agreement.
EXHIBIT 807
CASE NO. IPC-E-1922
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 42
Electrical Practices as that term is describd in the
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreoment and with Prudent Electrical Practices for a
-
( " ) year period.
I l.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its systerL is relying on Engineer's representations and
opinions contained in this Statement.
L2. That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets hia hand and seal below.
(P.E. Stamp)
Date
By
- 4l-
EXHIBIT 808
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
rjlttM t"tNtiltciY snl,l,:s A(jRliltMliN'l'
I}UTWETiN
ll )Al t() l)owllx (:oMlrANY
AHI)
pil,cl{lM !t'l'ACti $l'A'l'l(iN wlNI) l}ARK [,.]-,c,
TABI,8 OP CON'I'IiN'I'S
Arriclu Tfl'LI.l
I l}:fittitions
? Na Reliarlea on klnho Pttwur
I Wttrnrttl.ics
4 Canditipns lo Acccpttutct rtl llnergy
5 Ternr urrd OPcrnlicrt Drtle
6 Plrrehrl$o lud SIL: ol Ntrt linorgy"t Puft:hrt$e Prioc unel Mrtthrxl ol'lhyrnent
It l'invitnnmentnl Allrihul$$
I Frcility arrtl lttlcrcontrcctitu
l0 l)iseLrttneetion Firpriprtcrtl
I I Muturing uncl'l'el*nwtry
12 lteootd*
13 Prot$cli(1u
14 Op*rntionr
l5 Indenrniltcntiot! {tlxl Instrritncu
16 ltorte Ma.ietlrs
l7 l,lr*l ltighn
18 l.,ilrbilitY; l)eelicltion
19 Ssvct'rl Ottli&xtl.ln$
10 Wnivcr
2l Chr:ice ltl Lnws untl Ventte
22 lJi*putes nnd Dcfattlt
23 Covernnrenltl Authorientlon
24 Conrtltiusiotr Ordur
23 Sttccstisors rrtttl A*signr
2$ Mutlil'ie*tian
?7 'llnxcs
28 Notices
29 Atlditional Telnrs untl Cotrtlitkrnx
10 Suvexrtrility
3I Cottlltcrpofl$
32 lirrtire Agrcorn$tll lligtritlrrrcr
Appnrlix A
App*nelix li
Appendix C
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
21712014 Page 1
2/ I 8/IU)r
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 2
I]IRM ENERCY SAI-ES ACREEMENT
( l0 aMW or Lcss)
rua B.[M_.SIA G_ E STATTON W rN p pA R K."Lt..S.
Project Nunrber: 3 l3l-5045
l'HlS ACREEMENT, cnterccl into on this lElh day af*-&truagl- 2005 bctween
PILCRIM STACE S'IATION WIND PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an ldaho
corporation (ldaho Power), hcrcinafter sometimes refened to collectively as "Parties" or individually as
"Party."
wmNEgSErH:
WI{EREAS, Seller will der:ign. constnrct, own, maintain Bnd ()pcrate an electric gener:rtiorr
facility; and
WHIiREAS, Seller wishes to scll, and Idaho Powcr is willing to pnrchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, ln consideration of the rnutual covenants end agreements hereinafter set foflh, the
Parlics ogree as follows:
ARTICLE t: DEFINITIONS
As used in this Agreerrlent and the appcndices attachcd hcreto. the following tenns
shall have the following meuningri;
I .l 'ggmmis$etf" - The Idaho Public Utilities Cornrtrissiou.
1.2 "Conhact Year" - The period commencing each cnlendar year on the same calendar date a.s the
Opcration Datc und cnding 364 days thcrcul'ter.
L3 "Designate{P-ispatch l.'acility" - Iclaho Power's Systems Opcrations Group, or uny subsequent
group dcsignated by Idaho Power.
1.4 lDisqolrlecliox--nu$nrerrj: - All eqrripment specified in Schedrrle 72 and the Generation
Interconnec(ion Pnrcess and any additional equipnrent specified in Appendix ts.
1.5 "Faciliu" - That elcctric generation facility de.scribed in Appendix B of this Agreement,
- l-
v l8/200.5
EXHIBIT 808
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O'14 Page 3
1.6 "F!r$l linerB.v Date" - Thc day commencing al finl hours, Mountain Time, following the day that
Seller has satisfied thc requirements ofArticle lV and the Seller begins dclivcring Bnergy to
ldaho Powcr's $ytttcnr fit tho Point of Dclivcry'
1.7 'Ge1eI$tg11]ilgrc9nnegliA[ ruege$" - Idaho Power's generation intsrconnection application
and enginccring review proceris rJeveloped lo en$ure a safe and reliable generation
interconnection in complinnce with all epplicnhle regrrlatory re4rrircmcnls, Pnrdenf Electrical
Practices and national saf(rly stnndards,
1.8 "Inaql_vFJ.le[lllplgy" - Electric cncrgy Sellcr does not intend to generate. Inadvertent energy is
more particularly describcd in paragraph ?.3 of this Agreement.
1.9 "IntersollrggJlgr*zuilll6d - All equipment specified in Schedule 72 and the Generation
Interconneation Process and nny aclditional equipnrcnt specified in Appendix B.
I . l0 :ll:rid eryacity D The process by which ldaho Power confirms that undcr
nnrmal or avcrage design conditions the Facility will generate at no more than l0 average MW
per tnonth and is therefore eligit lc to be pairl tho publiultetl !atur ilr accurdurruc with Currrrrriruiurr
Order No. 29632.
I .l I "k$gE ' - The loss of electrical energy expre$sed in kilowatt hours (kWh) occuning as a result
of the tranr;formntion rnd transrtission of energy betwscn thc point where the Facility's energy is
metered and thc point the Facility's encrgy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B <lf this Agreement.
l.l2 "Market Fnergy Cost" -Eighty-five percent (857o) ofthe weighted averaAc ofthc daily on-peak
and off-pcak Dow Joneu Mid{olunrbia Index (Dow Jones Mid-C Index) prices for non-tirm
energy. If the Dow Jones Mid-Columbia Index price is disconiinucd by the reporting agency, both
Parties will rnrrtually agrce upon a replacement index, which is similar to thc Dow Jones Mid-
Columbia Index. The selected replacement iodex will be consistent with other sirnilar agreements
and a eommonly used index by the electrtcal rndu$try.
l.l3 "IAqlgd&LE&ggh" - A Default (paraglraph 22.?..1) subject to p&ra8raph 22.2.2,
,'
3t8/:005
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 4
I .14 "I[eryilUnfeap1c1y ArIOU-t[" - The nraximum capacity (MW) of thc Facility will be as
specilied in Appendix B of this Agreenrent.
l. !5 "Mctcrrlg-Lqrliprncnt" - All cquipmont spccific<l in Schcdr"rlc 72, tho Gcnorotion Intercorrncction
Pruccss, this Agrecmcnt {lld any additionul cquipnrcnt specified in Appcndix B required to
meilsure, rccord and telemeter power flows betwecn thc Seller's electric gencration plant and
ldaho Porver's !iyst('m.
l.l6 "|1911 ljgergy"-All of thcclectric energy produced by the Facility, less Stntion Use, lesstosses,
expre$ssd in kilowatt hours (kWh), Seller conuuits to deliver all Net Energy to ldaho Powcr at
the Point o[ Dclivery for the tirll tcrm of the Agreenrent. Nct lirrergy does not includc Inadvcrtcnt
tinergy,
I . l7 "OggtStiS1-DgJe" * Thc day cornrnencing at 0001 hours, Mountain Time, following the day that
all requirements o[ paragraph 5.2 have been completed.
I .18 "Poin! of De livery" - The localion specified in Appen<.lix B, where Idaho Power's and the
Sel ter' s electrical fncl I lI les are i ntcrconnccrcd,
L 19 'pructent Elggruat Euedcel" - Thosc prectices, methods and equipnrent that are commonly and
ordinarily used in electrical engineering and operations to operate elcctric cquipnrcnt lawfully,
sofoly, dcpendobly, efficiontly rnd economicrrlly.
l.2O 'SSjrgdCIed_Opg1AliA! Ut e" - The date specified in Appcndix B when Seller anticipates
achieving the Opcration Date.
I .21 "Scn$dulel2- * Idaho Power's Tariff No l0l. Schedule 72 or its $uccessor schedules as
approved by the Comrnission.
l.?2 "Scnson" - The three periods identificd in paragraph 6.2.1 of this Agreement,
1.23 "Special Facilitie$" - Additions or alterations of transmis;ir:n and/or distribution Iines and
transfcrrmers as described in Appendix B, Schedule 72 or the Oeneration lnterconnection Process
required to safely inlerconnect the Seller's l'acrlrty to the ldaho Power systcm.
1.24 "Station UsC" - Electric energy thst is used to operate equipment that is auxiliary or olherwi$e
related to the production of electricity by the Facility.
-3-
2il8t2tn5
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 5
"$urplus Energy" - ( l ) Nct [nergy produced hy the Seller'r Facility and delivered to tlre ldaho
Power electrical liyst€m during the nlonth which excecds lfiVo of the rnonthly Net Energy
Amount lbr thc corrcsponding nronth rpocil'icd in porngruph 6,?, or (2) If tho Nct Encrgy
procluced by the Seller's l'aeility and delivered to the ldaho Power electrical systenr during the
month is less than 907o o[ the monthly Net [inergy Alnount for thc corrcsponding month
specified in pnragrnph 6 2, then nll Net Energy dclivere.d hy thc Facility to the Idaho Power
electrical system for that givrn month or (3) All Net Energy produced by the Scller's Facility nnd
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
l.26.@''-ThetotalctrstoI'structures,equipmentandappurtenances.
ARTICLE lI: NO RELIANCEQNIDAHQ rQlIlB&
Spller Independent lnvpgtggliAn - Seller wflrronts and represents to Iduho Power thaL in entering
into this Agreement and the undertaking by Seller of the obligations s€t forth herein, Scller has
lnvestlguterl and dctcrnrirrcd tltut it is r.:apaUlc uf pcrfurrrrirrg lrsrculrdcl arrrl har rrut rvlivd ulrurr
the advice, expcrience or expertise of ldaho Power in conitcction with the lran$actions
conternplaled hy this Agreem:nt.
Seller tndependent Expert! - All pmfessionsls or experts including, but not limitcd to, cnginccrs,
attorneys or accountonts, that Seller nlay have consulted or relied on in undertaking the
trat)saction$ contcmplsted by this Agreement have been solely those of Seller.
ARTICLE III: WARIUINIIES
No WananlJ.by Idaho Power - Any review, acccptanco or failure to review Seller's design.
specifications, equipment or facilities shall not be an endorsement or a confirnration by Idaho
Power and Idaho Power makes no warrantiss, expressed or implied, regarding any aspcct of
Seller's desrgn. specrlrcatrons, equipment or facilities, inclucling, but not limited to, safety,
durability, reliubility, strength, capacity, adequacy or econonric feasihility.
OueLrfjltug,Ioeiliu$gtu$ - Seller wursnts that the Facility is a "Qualifying l,acility," a$ that tcrm
-4-
2.1
an
3.1
2, 1
?Jt8/2005
EXHIBIT 808
CASE NO. IPC-E-13-22
D, NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 6
4.1
i; uscd and defined in l8 CFR *292.201 . After initial quolification, Seller will take such steps aI
mty be required to maintain the Facility's Qualifying Faeility status during the term of this
Agrucrrrcrrt arrd Scllcr's failurc to rnaintain Qualifying Facility stntus will hc u Mltc.riul llrcuch of
this Agreernent. lduho Power rescrves the right to revicw the Seller's Qualifying Facility rtatus
and a$sociatcd support nnd colnpliance documents at anytinre during the term of this Agreement.
ARTICLA IY -C.ON DI |IONS TO ACCEXTSNCE OIJ EN ERC Y
Prior to the First linergy l)ate and a,i a condition of Idaho Power's accoptancc of dcliverics ol
energv from the Seller. Seller shall;
4. I .l Subnrit proof to ldaho Power thal all licenses, permits or approvals necerisary I'rrr Seller's
opelalions have been obtained fronr applicable t'cdcral, state or local authorities,
inctuding, but not limitcd to, evirlcnce of conrpliancc with Subpart B, l8 CFR 292.20'l .
4.1 .2 Opinion oi Counnel - Subrnit to ldaho Power an Opinion Letter signed by an attorney
admitted to practlce and ln good standing ln lhe Stilte of ldaho provirtiog an
opinion that Sellcr's licenses, pernrits and approvds as s6l fofih in paragraph 4.1.1
above are lcgally and validly issued. are held in the name of the Seller and, based on
u reusonable independent rcvicw, couneel is of the opinion thrt Sr:llcr i* in sub*tantial
compliancc with said permits as of the dilte of the Opinion Letter. The Opinion Lctter
will be in a lbrm acceptable to ldaho Powcr and will acknowledge that the attoroey
rendering the opinion understands that l<Iaho Power is relving on said qpinion. Idaho
Power's frcceptance of the form will not be rrnrearonably withhcld. 'l'he Opinion Lctter
will be govcrncd by and shall be interprcted in accordance with the legal opinion accord
of the Amcrican Bar Association Section of Business Law (1991).
4.1.3 hitial Capacity Delq|:lDixation - Submit to Idaho Power such data as ldaho Power may
reasonably require to perl'orm the lnitial Capacity l)eternlrrr&tton. Such d8ta wrll rnclude
but not be limited to, equipment specilications, prirne lnover data, re$ource
characteristics, normal and./or average operating design conclitions and Station Use data.
-5-
zr812005
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
217120'14 PageT
Upon receipt of this infonnntion. Idaho Power will revicw the provided data and i[
necessary, request additional data to complete the Initial Capacity Determination within a
lcasorrablc titrrc,
4.1 .4 Eng,ineer'_s-Q-crttlcolonl - Subrnit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certifieation of Operations and Maintenance
(O&M)Policynsdescrihe.rjin(lrrmmi*sir:nOn{erNn ?1690 Theser:ertificateswill hr..
in the fornr specificd in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines prrcviding the ccrtificatcs.
4.1,,5 Insurpng*(, - Submit written proof to Idaho Powcr of all insurance required in Article XV.
4.1,6 tnlefgqptrgsfigX_- Provide written Fraof to lelaho Power that all Schedule 72 and
Cenetation Interconnection Process requirements havc becn cornpleted,
4.1 .7 Wriuen Aceenlancc - Rcquest nnd obtain written confirmation from ldaho Power that all
conditions to acceptanee of energy have been fulfilled. Such written conlirmation shall bc
providcd wlthln o conlmercially reasonable tilrc followlrrg tlre Scllcr's rcqucbt urul will
not be unreasonably withheld by ldaho Powcr.
ARTICLE V: TERM AND OPERATIQITLPATE
5.1 'fernr - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written ancl shall continue in full forcc and effect for a period oftwenty (20)
Contract Years fronr thc Operalion Date.
5.2 p.peruUq pglg-The Operation Date may occur only after the F'acility has achieved all of the
following:
a) Achieved the First Energy Date.
h) Commission approval of this Agreement in a form acceptable to Idaho Power hus
been received.
c) Seller ha.c dernonstrated to Idsho Powey's strtisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and $ofe m$nner and has rcquested an
-6-
:fl f,/2005
EXHIBIT 808
CASE NO. tPC-EJt3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page I
Olrration Date in written form.
Seller has requested an Oporation Date from Idaho Power in a written format.
Scllcr har rcccivcd writtcn confirmation from ldaho Power of thc Opcrotion f)ote.
This confirmation will not be unressonably withheld by ldaho Power,
Seller's lailure to achicve the Operation Date within ten (10) months of thc Scheduled Operation
Date will bo ar event of default.
AKTJETE-YX-PUBEHAIE-AND. $ALE OF NET ENEBSY
Delivery and Acceptalsc-gtXgt ErcryI - Except when either Pany's performanc(, is excused as
provided hcrcin, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery. All Intdvertent Energy produccd by the Facility will aho be
delivered by the Sellcr to ldaho Power at thc Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Poinl of Dcllvery excead the Moxlmum Capaciry Amount.
N-e! Enq(py Amounts - Seller intends to produce and delivcr Nct Energy in the following monthly
umounts:
6.2.1 loitial Y$qq.Monthlv Net Enersv AEpunts:
d)
c)
5.3
6.1
6.2
Season I
Season 2
Montb
March
April
May
July
August
November
December
June
Soptombeir
October
Jnnuary
Febnrary
-1-
kwh
3,t00,625
2,689,296
2,501,984
I,910,209
|,781.95E
1,884.234
2.425,295
2,71 I,046
2,4X2,34O
2,621,565
1,923,853
2,559,792
Searon 3
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page I
6,2,?a@-SellershallinitiallyprovideIdohoPowerwith
oRe year of monthly gencrulion estinlates (lnitial Year Monthly Nct Encrgy Anrounts)
and beginning at the end of month nine and evcry three upuths thereafter provide Idaho
Power with an additional three mont.hs of forward generation estirmatcs. This infonnation
will be providetl to ldaho Power hy written noticc in accordance with paragraph 28.1, no
later than .5:00 PM o[ the 5rh day following the end of the previous nronth. If the Seller
does not provide the Ongoing Monthly Net F,nergy amounts in a timely manner, Idaho
Powcr will uss the nlest recent 3 months of the Initial Year MonLhly Nct tl,ncrgy
Amorrnts specilred in paragraph 6.2. I lbr thc next 3 nronths of nronthly Nct Energy
all'lount$.
6.2.3 Seller's Adju$tupp1 of Nct Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Seller may revise all of thc prcviously
provided Initial Year Monthly Nct Encrgy Amounts,
6.2.3,2 Beginning with the end of the 3d nronth after the Operution l)ate and at the end
of every third month thereafter: (l) the Se'ller may not revisc the immcdiate next
thrce nronths of prcviously provided Net Energy Amounts, (2) but by written
noticc given to ldaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the Sth day following the end of the previous rnonth, the Seller nray
revise all othcr previously provided Net Energy Amounts. Failure to provide
timely written notice of changcd amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power-Adju$Eoe[t af Ne! Energy Amount - Il' Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph I 4.2, I or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspcnsion of Energy Deliveries is accepted by ldaho Power, the Net Energy
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ala2005
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 10
Arnount as $pecificd in pnragraph 6.2 lbr the specific nronth in which the reduction or
suspension trnder paragraph 14.2. I or 14.3,1 occurs will he reduccd in accordance with
thc l'ollowing:
Whcre:
NHA = Currcnt Month's Net Energy Amount (Paragraph 6.2)
SCU - a.) lf tdaho Power is excused from accepting the Seller's Net
fi,nergy as speoified in paragraph 14.2.1 thi$ value will bc
equal to the percent&ge ofcurtailment as specified by
Idaho Power rnultiplied by the'I'CU as defined trelow.
h.) U the Scller declnres a Suspension of Iinergy Deliveries as
specified in paragraph 14.3. I this value will he the sum of
tlre individual generutlon unlrs sire rating$ us specltied ln
Appendix B that are impacted by the circurnstances
causing the Seller to dcclare a Suspension ofEnergy
Dclivcr ies.
1CU = Surn of ull of the individual generstor ratings of the generation
units at this Facility as speeified in Appendix B of this
agreement,
RSH _ Actual hours the Facility's Net Energy deliverics wcrc eithcr
reduced or susperrded under paragraph 14.2. I or 14.3. I
TH = Actual total hours in the current month
Rcsulting fo_rqUh beins: "_* . _
ftliil:l_, = NEA ( ( fft x NEA ) " ( ffi ) )Amount \
This Adjuster! Nct tnergy Amount rvill bc used in applicable Surpluu Energy calculations for
onty the $pecifig nlurtth in wlriclr ltlahu Puwcr war cruuscd fionr acccpting thc Scllcr''s Nct
Energy or the Seller declarcd a Suspension ofEnergy.
6.3 Unless excused by an event of Force Majcure, Sellcr's failure to deliver Nct Encrgy in any
Contrnct Yoor in on omount equal to lrt lesst ten percent (l0tk) of the cunr of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event ofdefault.
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,t8nm5
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2o14 Page 11
7.1
ART.IELE VII: PURCHASEPRICE AND METH@ OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized encrgy
pricc irr accordansc with Commisaion Ordcr ?9646 with soononolizotion foctorc opplied:
Ycar
2005
2006
2AO7
200E
2009
e010
2011
2012
201 3
a014
2015
2016
2017
201 I
201 I
2020
2021
2022
20123
2424
2025
2u2tj
Season I -(73.50%)
Mills/kWh
97.00
37.85
38.73
39.62
40.53
41.46
42.42
4s.so
44.39
45.42
48.41
47.54
48.63
45.76
50.91
52.W
53.28
54.51
55.76
57.05
58.37
59,72
Sea.son 2 -(lao,w%)
Mills/kWh
60.41
61.80
63.23
64.68
66.r7
67.69
69.25
70.86
72.4A
74.16
75.86
77.A2
7S.40
81.24
83.11
85.02
8S.9S
88.99
91.04
93.14
95.2S
97.50
Season3 -(100.()()7o)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
60.04
60.40
61.80
68.22
64.68
66.17
67.70
69.26
70.85
72.49
74,16
75.87
77.62
79.41
8 t.25
7.2
7.1
Surplus Energv Price - For all Surplus Energy. Idalro Power shall pay to the Seller the current
monthrs Market Enorgy Cost or the Net Energy Purchase Price specified in paragraph 7.l,
whichever is lower.
Inadved€stEltergy -
7,3.1 Inadvertent Energy is elecuic energr producctl by the Facility, expressed in kWh. which
the Seller delivers to ldaho Power at thc Foint of Delivery that exceeds 10,000 kW
nrukiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours, 744 tirnes 10,000 kW = 7,2140,000 kWh. Energy
delivered in January in excess ef 7,444,000 kWh in this examplc would be Inadvenent
10-
uta2wl
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 12
7.4
Energy.)
7.3.2 Although Scller irrtends to design and operatc the Facility to generate no more than l0
avcrdgc MW and thcrclbrc do,Js not intorrd to g$ncmtc Inadvcrtcnt Encrgy, Idulro Powcr
will accept Inadvertent Energy that docs not exceed the Maximum Capacity Arnerunt but
will not purchase or pay for lnadvenent Hnergy
Paylr)gqt Due Date - Errergy pnymont$ to the .$eller will he dirhrrrsrrl within 30 dnys of thn r-lnte
which ldaho Power rcsuives and accepts the docurnent[tion of the monthly Net Iinergy antl
Inadvcrtent Energy actually produced by the Seller's Facility and delivercd to Idaho Power as
specilied in Appendix A.
Con!rutrre.IllrudlGlian qf tl1g-gernrni$glg! -This Agreement is a special sontr0ct and, as such,
the rates, terms and conditions contained in this Agreenrent will he construed in accorrlance with
ldaho Power Conrp{ny v. ldaho Public U(lilies Comrnission and Afton Enerqy,,hg., t07 Idaho
781, 693 P.zd427 (198a); Idaho Power Comgqry.y. Idaho Public Utilities Commissior, 107
Idaho 1122,695 P,2d t 261 (t965);Atlonllnergy, IQg.v.kla.hoPowcrColnparry. lll klulrn925.
729P.U 400 (1986);,Section 210 of the Public Utilities Regulatory Policics Act of lg78 and l8
cFR $292.303-30E.
ARTICLF V llt: IrNV IRONM FJIIAI aTIBIE.!J'IE$
ldaho Power w{ives any claim to ownership of Environmcntal Attributcs. Environmental
Attributes include. but are not limited to. Green Tags, Green Certificates, Rencwablc linergy
Credits (RECs) and Tradable Renewable Certilicates (TRCs) directly assnciated with the
production ofenergy from the Seller's Facility.
ABTIQLE Ix: FACLTTY AND.lltTFRCoN
Design glFacility - Seller will design, construct, rnstall. own. opcratc and marntaln thc Facrlrty
and any Seller-owned Interconnection Facilities so alr to allow safe and reliable generation and
delivery of Net Hnergy and Inadve(ent Encrgy to the Idaho Power Point of Delivery for the full
_ I l_
7.5
8.1
9.r
ata2w5
EXHIBIT 808
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 13
o1
teiln of the Agrecment,
Iffter*eageS!-S4 igpiltlig! - Exccpt as specifically provided lbr in this Agreernent, the required
Intcrsonncction Facilitics will bc in uccordancc with Schedulo 7!. tho Genoration lntcrconrrectiorr
Process and Appendix B. The.Seller is responsible for all costs associated with thi$ equipment as
specified in Schedule 72 and the Generation lntercotnestion Proccss, including bul not lirnited to
initinl costs ineurred hy lrlahn Pnwer for equipmenl r:osls, installatiorr costs and ongoing monthly
Idaho Power opcrfltions and maintcnance expenses.
aHueLE & plseoxNEerroNxoulpMENT
l0.l Hxccpt ns specifically provided f<rr in this Agrcement" the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
'l'he Seller is rcsponsible for all costs associ$ted with thin equipment as specified in Schedule 72
and the Generation Interconnection Proces$, including but noI limited to initial costs incurrcd by
Idaho Power for eguipmcnt costs, irtstullatiun co:lri autl lduLu Puwcr uuguirrg rrrurrthly upcratiulrs
and monthly tnaintenance expenses,
AR'TICLE X} METERING ANDTELEMETEY
ll.l MctcringandTelemetry -ldaho Power shall, lbr the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flowri to ldaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreenrent. The Mctering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Lnergy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in o manner to provi<le klaho
Power adequate energy nBasurenrcnt dste to administer this Agreemcnt and to integrate this
facility's cncrgy productron rnto the ldaho fower electrical $y!item. All Metering F4uipment flnd
installntion costs shall be borne by Seller, including costs incurred by Idaho Power lor inspecting
und testing such cquipment at reason&ble intervals at ldaho Power's aetual cost of providing this
t2-
ur 8/2005
EXHIBIT 808
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 14
Metering Equipnrnt and ssrvicc$. The Mctering Equipment shall he al the locatiorr described in
Appendix B of this Agrecmcnt. All rncters used to determine the billing hereunder shall be
scalcd and thc. scals shall bc broken only by ldoho Powcr whon thc mctcrr lrra to hc inspcctcd,
tesred or adjusted.
ll.2 Mglg1_LlL$ljsgg -ldaho Power shall inspect installations annually and test mcters on lhe
npplicnble periodic te(t *rherlrle relevrnt trrtheerlripmenl instnllcrl as spenified in Appcndix B nf
this Agn:cment. If re.quested by Sellcr, Iclaho Power shall make a special inspection or terit of a
rneter and Seller shall pay the reasonable costs of such special inspection. Both Partics shall bc
nolified of the tirne when any inepection or test shall ttke place. and each Party nray have
rcprcsentatives pre$ent at the test or inspection. lf a metcr is found to be inaccurate or defective,
it shsll be nd.iusted, repaircd or replaced, at Idaho Powert expcnsc in order to provide accurate
metering. If a nrcter tails to registcr, or if thc lncasurenlent made by a meter during a test varies
by nrore than two psrcent (2 %) from lhe measurernent rnade by the standard meter used in the
leslr adJustment (either upward or downward) to rhe payrncuts Scllcr has rcseivcd slrall trc rrradc
to correct those payments sffected by the inaccuratc mctcr for the actual period during which
inaccurate measurcment$ wgre made. If the uctual psriod cannot be dctcrmined, coffections to
tlro payment* will be based on the ahorier of ( I ) a period equal ter one-half the timc from thc dste
of the last previous test ol. the nleter to the date of thc tcst which established the inaccuracy of the
melcr; or (2) six (6) mooths.
I 1.3 Tclcrnetry - Idaho Power will install. operate and maintain at Seller's expense nretering.
communications and telemetry equipmcnt which will be capahle of providing ldaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvenent Energy produced and
delivered to the ldsho Power Point of Delivery to ldaho Power's Designated Dispatch Facility.
AR'IICLE XU - REUUITI2U
l2.l Maintenanca-qJ.Eecerdi - Seller shall maintain at the Facility or such other locfltion mutually
acceptahle to the Parties adequato total gencrntion, Net Energy, Station Usc, Intdvertent Energy
,r3-
?,/t8i/2m5
EXHIBIT 808
cAsE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 15
l1 ',
end nuximum generation (kW) records in a f'orm and content recornmended by ldah<l Power,
lnspectio-n - Eithcr Party, after reasonable notice to the other Party, shall lrave the right. during
porrrral busincss lrours, to innpoct and audit any or all gcncr$tion, Nct li.norgy, Stution Usc,
lnadvertent Energy nnd maximum generation (kW) records pertaining to the Seller',s Facility.
A.B TICL.EJt[.:!80rFrrrl8N
13. I Seller shall eon$truct, operote and maintain the Facility and Scller-funtished Interconnection
Facilities in accordance with Schcdule 72, the Generation Interconnection Process, Appcndix B
of this Agreement. Prudent Electrical Practices, the Nntional Electrical Crxle, the National
Electrical Snfety Code and lny other applicuble local, state and federal codes. Seller
acknowledges receipt of the Gensration Interconnection Process. If. in the reasonable opinion of
ldaho Power, Spller'.s opcration of the Facility or Interconncction Fhcilities is unsnfe or may
otherwise adversely affect Idaho Power's equipment, personnel or service to its customers, Idaho
Powcr may physlcally lnremrpr the flow of encrgy frorn tlrc Facillty as specified witlrilr Schedule
72, the Generation Intercsnneetion Proces$ or takc such other reasonable step$ a$ Idaho Power
deenm appropriate. Except in the case of an emergency, Idaho Power will atterlryt to notily Seller
of such interruption prior to ils occurrence as provided in paragraph 14,0. Sellcr shall provide
and maintrin adequate protective er.;uipment sufficient to prevent damage to thc Facility and
Seller.fumishcd lnterconnection Facilities. In somc cases, sotrre of Seller'.c pratective relays will
prcvide back-up protection for ldaho Power! facilitics. ln that event. Idaho Power will test such
relays annually and Seller will pay the actual cost ofsuch annual testing.
ARTICLE. X LV "
- OPERATIONS
l4.l Communieations - Idaho Power and the Seller shall maintain tppropriate trperating
communications thrr'lugh ldaho Power's Desrgnflted Drspatch loclltty tn accordance wrth
Appcndix A of this Agreement.
14 .2 Energy AcceptEnqg -
l4-
? I 8/?005
EXHIBIT 808
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n2OU Page 16
14.2.1 ldaho Power shall he excusctl from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Fhcility and delivered hy the Scllcr 1o the Point ol'
Dclivory, il'it is prcvcntcd from doing :ro hy un evcnt of l-trrcc Mojcurc. or if Idnho Powor
determines that curtailment, interruption or reduclion of Net Energy or lnadvcrtcnt
Energy deliveries is uecessary because of linc construction or nraitttona[ce requirclnent$.
ernergenr:ins. clectri*sl systellr (-rperafing conditions an ils systr:m or fis ofh.*wise re4uirerl
by Pmdent Eleetrical Practiccs, l[, lbr reasons olher than an evsnt of Force Majeure,
Idaho Power requires $uch a curtailment, intcrruplion or reduclion <lf Net Energy
deliveries for n period that exceeds twenty (20) days, bcginning with the twenty-first day
of such interruptioil, curtailmu)t or reductiotl, Seller will bc decmed to bc delivcring Nct
tsnergy at a rate equivalcnt to the pro rata daily average of the arnounts specitied for the
applicable month iD paragraph 6.2. ldaho Power will notify .Seller when the internrption,
curtailmsnt or reduction is terminated.
14,2,? lf, in lhe rcasuttablc upirriurr uf ldaho Puwer, Sullcrl upcrtrtiurr uf tlrc Facility ur
lnterconnection Facilities is unsafe or may otherwise aclverscly alTeet ldaho Power\
equipment, personnel or scrvice to its cust.lmers, Idaho Power nny physically interrupt
tho llow of energy from the Facility er epecified within Schedule 72 or take such other
reasonable $top$ as ldaho Power deems appropriate.
14.?.3 Under no circumstaRces will the Seller deliver Net Energy and./or lnadvertent Energy
fronr the Facility to the Point of Delivery in an anrount that excccds thc Maximum
Capacity Anrount. Seller's failure to limit deliveries to the Maximunr Capacity Amount
will be a Materinl Breach of this Agreenrnt.
14.3 Seller Declared Suspensio.n of Ensrgy Deliveries
14.3. I If the Seller's Facility experiences a ftrrced outaBe due to equipnrent failure which is not
csused by an event of Force Majeurc or by neglect, disrepair or lack of adequate
prevcnlative nraintenance of the Seller's Faeility, Seller rnay, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Hnergy to
- 15-
ata2w5
EXHIBIT 808
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 17
ldaho Power from the Fhcility or frorn individual generation unit(s) within thc Facility
impacted hy the lorced outage for a period of not less thon 48 hours to con'ect the forced
outugr: condition ("Drrclored Sutpen*ion of Energy Doliveries"), The Ssller'o De$lnred
Suspension of Encrgy Dcliveries will Lregin et ths start of thc ncxt full hour following the
Seller's telephone notification us spccified in paragraph 14.3.2 and will continue for the
rime as spcnified (not less than 48 hours) in thc written notification nrovided hy the
Seller. In the month(s) in which the Declared .Suspcnsion of Encrgy occurrcd, thc Net
Encrgy Amount will be adjustcrl as specified in paragraph 6.2.4.
14.3.2 IftheSellcrdesirestoinitiateaf)eclarcdSuspcnsionofEnergyDeliveriesasprovidedin
paragraph I4.3.1, the Seller will notify the Dcsignated Dispatch Facility by telephone,
The beginning hour of the Declarcd Suspenrion of Encrgy Delivcries will be at the
earliest the next tirll hour after making telephone contact with ldaho Power. The Seller
will, within 24 hours after the tclcphone contact. prcvide ldaho Power a written notice in
aecordarrcu with Artiulc XXVIII that will r.:urrlailr tlrc lrcginning lrour iurd thrratiur u[ the
Declared Suspension of Energy Deliveries and a description of the conditions that cau.sed
the Seller to initiatc a Declared Suspension of Energy Deliveries, ldaho Power will
review the documentation provided by the Seller to determine Idnho Porver'* acceptonee
of the described forced outage a$ qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph t4.3.1. tdaho Power's ncceptance of the Seller's
forced outage as an acceptable forced outage will be bascd upon tho clear documentation
provided by the Seller that thc forced outage is not due do an event of Forcc Majcurc or
by neglwt, disrepnir or lack of adequate preventative maintenance of the Seller's Facilhy.
14.5 Volta$e l-evqls - Seller, in accordance with Prudcnt Hlectrical Practices shall minirnize voltage
fluctuations and maintain voltage levcls acceptable to ldaho Power. Idaho Power nray, in
accordance with trudent Electricfll Practices, upon one hundred Bighty (l80) dsyii'notice to the
Seller, change its nominal operating voltage level by more than tsn percent (107o) at the Paint of
Delivery, in which case Sellcr shall mor.lify, at Idaho Power's expense, Scller's equipment as
l6-
3/t8r2fn5
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2O14 Page 18
nece$sery to sccollllnodate lhe rnodificd nominul opernting voltrge level.
14.6 (iqnerator Rarnping - Idaho Powcr, in aecordance with Pruelent Electrical Praciiccs, shull have the
right to linrit thc rdtc thdt gcnorution is chnngcd rt sturtupt during normul opcration or l'ollowing
reconneetion to Idaho Power'.s clectricnl system. Ceneration ramping may trc rcquired to pcrnrit
Idaho Power'.c voltage regulation equipment time to rcspond to changes in power flow.
14.7 ScheduledM;u0telSrrqe*(-)norheforelanuaryil nf ear:hr:sl::nrlnryenr,Srrlltrrqhnllqrrhrnita
writtcrr proposed rnaintenance schedulc ol significant Facility mflintenance firr that calendar ycar
and ldaho Pr:wcr and Seller shall mutually agrcc a$ to the acceptobility of the proposed schedule.
The Parties detcrmination 0s to the acceptability of the Seller's tinretable for scheduled
rnflintenance will take into consideration Pnrdent Electrisal Practices, ldaho Power systern
rcquirements rnd the Scllcr's preferrerl schsdule. Neither Party shall unrcasonably withhold
acceplance of the proposed mainlcnancc schedulc.
I4.8 MainBtrgtSe".1Cggrdyligg - The Seller and ldaho Power shnll, to the extent practical, coordinute
their respective line and Fscitlty malnrenanse $chedules such (hut thcy r:ccur :irrrulrarrcuusly,
14.9 Contact PrieJllg-.lQgrtglJlngnll - Idaho Power will make a rcasonablc uttsmpt to contflct the Seller
prior to exercising its rights to curtail, internrpt or reduce deliveries from the Scller's t'acility.
Sellor undorstonds that in the ca*e of emcrgcncy circunrstarrces, real time operation* of the
electrical $ystem, md/or unplanned events Idaho Powcr m{y not be able to provide notice to the
Seller prior to interruption. curtailment. or reduction of electrical energy deliveries to ldaho
Power,
AR.IICLE XV: INDEMNIFICATLQTIAND INSURANCE
l5.l Indenrnificatlo,n - Each Party shall agree to hold harmless and to indemnify the other Parry, its
officers, agcnts, tffiliates, subsidiaries, parent compuny and employees against all loss, clamage,
cxpense and lrabrlity to thrrd porsons tor rnJury to or deeth ot per$on or tnJury to propcltyt
proximately caused by the indernnifying Party's constructiont ownership, operation or
maintenaflce of, or by failure of, any of such Pnrty's works or facilities used in connection with
l7-
ata?005
EXHIBIT 808
CASE NO. tPC-E-'t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 19
this Agreement, Thp indemnifying Party shall, on the other Purty's request. defend any suit
asserting a claim covcrcd by this indemnity. The indemnifying Party shall pay all costs, including
rcasnrrablc attonlcy fccs that nray bc incurn:d by thc othcr Pnny in cnlbrcing this indcmnity.
15.2 Insuranca . During the term of this Agreement, Seller shall secure and continuourly carry the
following insurance coverage:
15.2. 1 Comprehensive General LiHhility Instrrnnne for hoth hodily injrrry lnd proJxrrly rlamage
with limits equal to $1,000,000, each occurrence, comhined single lirnit. The deductitrle
for such insurance shall bc consistent with cnrrent Insurance Industry Utility practices lbr
similar property.
15.2.2 Thc above insurance coverage shall bc placed with an insurance cornpany with an A.M.
Best Company rating of A- or hetter and shall include:
(a) An endorscment nanling Idaho Power as an additional insured and loss payee ns
applicable; and
(b) A provlston statin8 that such policy shall rrut tre cancelcd ur thc lirnits of liatritity
rcduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller ro Prov#e Certificate of Insurtngp - As required in paragraph 4.1.5 herein and annually
thcreafter, Seller chall furnish ldaho Power a certificste of in*urtnce, together with the
endor$ernents required therein, evidcncing the coverage as $et fonh abovc.
15.4 Sellerlo Notif), Idaho Poqgr--qil4it-qrc9yelse - lf the insurance coverage required by
paragraph 15.2 shall lapse for any teason, Sellcr will immediatelv notify Idaho Power in writing.
The notice will advise ldaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstete the coverage. Failure to provide this notice and to expeditiou&ly rein$tete or
replace the coverage will constitute a Material Brcach of this Agreement.
AR'IICLE XVI, T.'Q](gE MAJEURb,
16.l As used in this Agreement, "Force Mqicure" or "an event of Force Majeure" mcans any cause
beyond the control of thc Scller or of Idaho Power which, despite the exercise of due diligence,
.t8-
zllil200,J
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 20
such Plrty is unable lo prcvcnt or overconrc. Forcc Mrleure includes, but is not limited to, ncts of
God, lire, flood, storms, wflrs, hostilitios, civil strife, strikes and other labor disturbances.
crrtlrrlrr.rkcs, lircs, lightning, cpidcmics, sabotago, or changcrr in law or rcgulntion occrrrring nflcr
the Operation Datc, which, by the sxercisc of reasonable tbresight such party could not
reasonably havc beeu expected to avoid and by the exercise ofdue diligence, it shall be unablc to
ov.lrcolne. lf cither Pany is ren<lerod wholly nr in part unuhlc lrr prrrfirrrrt ils nl'rligafinns rrrrdnr
this Agreetnent becausc of an event of Force Majeure, both Parties shall be excused fronr
whatever perl'ormance is affecter.l by the event of Force Majcurc, provided that:
(l) 'Ihe non-perfornring Party shall, as soon as is reasonably possible after the
occurrcnce of the Fr:rce Mujeure, give the other Party written notice descrihing
the particulars of thc trccurrence ,
(2) The susp:nsion of perfornrance shall bc of no grealer scope rnd o[ no longer
duration than is rcquired by the event of Force Maieure.
(3,1 No obllgnllons of eithct Pany whlch arose helbrc lhc oesurrsnce uausing rhe
suspension of performencc and which could and should have been fully
performecl befcrre such occurrence shrll be excused &.i fi rcsult of such
ARTICIB xvtt: uNo RTAHT$
l7.l Seller to Prodds"Ac-csss - Seller hereby Erants to Idaho Power for the term of this Agreement all
neces$ary rights-of-way and easements to instirll, operate, maintain, replace, and rcmove lduho
Power's Metering Equipnrcnt, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities neccs$ary or useful to this Agreement, including adequate
{nd continuing access rights on property of Seller. Seller waran(s thot it has procured sufhcient
ealiements and right$-ol-way tiom thrrd partrcs so as to provlde ldaho Powcr wlth the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in rrcordable forrn,
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D. NELSON, IDAHO WND PARTNERS, LLC
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17.2 UseofPublipRishts-of-Way - The Parties a8ree that it is necessary to avoid the adverse
environmental and operating impircts that woulcl occur as a result of duplicate electric lines being
consructcd in closc proximity. 'I'hctcforc, subjcct t<: Idoho l)ov"'cr's eomplioncc with pnrogmph
17.4, Sellcr agrees thal should Sellcr scek illd receive fronr any local, state or t'ederal
governflrentitl body the right to erect, construct and maintsin Scllcr-furrtished Interconnection
Facititics rrpnn, nlong Rnd nver any rnd nll puhlic ro:rds. streets and highways, thcn lhc trse hy
Seller of such puhlic right-of-way shall he subortlinnte to nny future use by ldaho Power of such
public right-of-way for construction and/or maintenance of electric distribution nnd tntnsrnission
f'acilities and Idalro Power may claim use of such public rightol'-way for such purposes at any
time. Except rr$ require.d hy paragraph 17.4, Idaho Power shall not be rcquircd to compensate
Seller for excrcising its rights under this paragraph 17.2.
17.3 Joint U-qe of F4cilities - Subject to ldaho Power's compliance with paragraph 17.4, Idaho Power
may use ond atlach its distribution and/or transmission facilities to Seller's Interconnection
Fucilities, rnay rscoilstru(.:t Sellrrr'.r trtcrcuuuwtiulr Fauilitier l,tt aecartuttudatc ld{hu Puwer\
usagc or ldaho Power may construct its own distribution or transmission facilities along, ovcr and
above any public right-of-way acquired from Scllar pursuant to paragraph 17.2, attaching Seller's
lnterconnection Fscilities to such trewly constructed fac'ilitics. Iixcept as required by paragraph
17.4, ldaho Power shall not be requircd to compensate Seller lbr exercising its rights under this
paragraPh l7'3.
17.4 Conrlitions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Sellcr existed prior to Idaho Power's exercising its
rights under this Article XVII. Thercfore, the Parties agree that thc cxcreise by Idaho Powcr of
any of the rights enunrcrated in paragraphs 17.2 and 17.3 shall: (l) comply with all tpplicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and oper$tlngJorntly used faellitres and nghts-of-way. If the Partie$ are unable to agree on the
rnethod of apportioning these costs, the dispute will be submitted to the Commission for
resolntion and the decision of the Commission will be binding on the Parties. and (3) shall
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EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnOUPage22
provide Seller with an intcrconnection to Idaho Power's $y$tem of equal capacity rnd durability
as existed prior to ldtho Power exercising its rights under this Article XVII.
ARTICLEXYII-I:-..M
18. I Nothing in this Agrcement sholl be constnred to create any duty t(), any standtrrel of cure with
refertnce to, or any liability to any person not a Party to this A&rcenrFnl No undertaking by one
Party to the other under any plovision of this Agrccmcnt shal! constitute the dedication of thar
Pany's sy$teln or any portion thercof to the other Pany or to the public or at'fect the rtatus of
ldaho Power as an indcpendcnt public utility corporntion or Seller as an independent individual or
EntitY.
ARTICLE XT& SEVERAL OBLIGATIONS
l9,l Except wherc specifically stated in this Agreement to tre otherwise, the duties, obligations ancl
liabilities of the Parties arc intended to be several and not joint or collective. Nothing contained
in this Agreenrent shall ever he construerl Lo creatc an association. trust, partnership or joint
venture or impose 0 trust or partner$hip duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable lbr its own obligations under this
Agreentent.
AR'I'ICLEXX: WAIVER
20.1 Any waiver at ony tirnc by eitlrer Party of its rights with respert to a default under this Agreeurent
or with reripcct to &ny other nntters arising in connect.ion with this Agreement shall not be
deerned a wriver with respect to any subsequent default ur other matter.
AB"rrcl-sxxr cHCIcEoF s ANp YENUE
2l,l This Agreement shall be construed and interpreted in accordance with thc laws of thc Statc of
Idaho without reference to its choice of law provisions.
21.2 Venue for any litigation arising out of or relnted to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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.TRTICLE XXII: DISPUTES AND DEEAIILT
22,1 DiqBufs! - All disputcs rclotcd to err ariaing undcr this Agrccmont, inclucling, but not lirnitcd to,
the interpretation ol' the terms and conditiorrs of this Agrcemcnt, will bc submittcd to thc
Commission for resoltttion.
22.2 Nqti.s-!il]g&l.'! -
22,2.1 DSfuUUt lf 'either Party fails to perfonn any of the terms or conditions of this
Agreetnsnt (an "svent of default"), the nondefaulting Pruty shall cause notice ir
22.3
writing to be given to the defaulting Party, spccilying the rnanner in which such
det'ault occurretl. lf the defaulting Party shall fail to curc such dcfault within thc sixty
(60) days aftcr scrvice of such notice, or if the defuulting Party reasonably
dernonstrates to the other Purty that the default can be cured within a commercially
reasonable time hut not within such sixty (60) day period and then fails to diligently
pursuc such curc. therr. tltc rtutttlefaultirrg Parry uluy, ut its ug.rtiurr. turrnirratc this
Agreement and/or pursue its legal or equitable remedics.
2?.2.7 M;rte$qLBlgBghe$ - The notice and cure provisionr in paragraph 22.2.1 do not apply
to deforrlts identified in thi* Agrccrnctrt as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occulrence of the breach.
SEsu[[ty*fal-Pcrfogx0gpgg - Prior to the Operation Date and thereafter tbr the full term of this
Agreement. $eller will provide ldaho Power with the following:
22.3.1 Inrumnsp - Evidence of c,rmpliance with the provisions of paragraph 15.2. If Seller
' fails to comply. such failure will be a Material Brcach and rnay only be curcd by
Seller supplying evidence that the required insurance coverage has been replacecl or
reinstated;
22.'J.2 lrnglrtq+r'S Ccrlrtrcatrons - Every three (.r) years after the (rperation Date, lieller wrll
supply Idaho Power with a Certitication of Ongoing Operations and Maintenance (O
& M) from a Registercd Professional Engineer licensed in the State of ldaho, which
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CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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22.3.3
Cerlilication of Ongoing O & M shnll be in the fonrr specified in Appendix C, Seller's
lailure to supply the required cenificate will be an Bvenl of dcfault. Such a default
muy only bc cured by $e llcr provicling the rcquired certificnte; and
l.iggnscs and Permits - During thc full term of this Agreement, Seller shall maintaln
conrpliance with all pcrmits and licenses described in paragraph 4.1.1 of this
Agnrrrrnerrt. In addition, Seller will srrpply ldaho Power with copies ol'Any ncw ()r
additional permits or licsnscs. At lcast every fifth Contract Year, Seller will update the
docunrentation rlessribed in Paragraph 4.1.1. If at sny tirne Seller fails to nlaiot{in
c()rnpliance with the permits and licensrcs dcscribed in parograph 4.1.1 or to providc
thc docunxntrtion required by this paragraph, such failure will be an event of defhult
and mrry only be cured by Seller submitting to ldaho Puwer cvidcnce of compliance
from the ;rcrmitting agency.
ARTICLE XXIU. AOVERNMF.NTAL AUTHORIZA'I'ION
23.I This Agrecment is sub.iect to the .jurisdiction qf those govcrnmentdl agcncics having control over
either Party of this Agrccment.
ARIJCI-E.XX{W
24.1 This Agreemcnt shall become finally effective upon the Commission's approval of all tcrms and
provisions hercof without change or condition and declaration that all paymcnts to bc made to
Seller hereunder shall be allowed as prudently incurred exp€nses for ratemaking purpo$es.
ARTICLE XX V ; SUQE"ES$QtsS- ANI] ASSICNS
25. I This Agreement and all of the terms and provisions hertof shall be binding upon and inure to the
benetrt of the respeclive successors and assigns of the Parties hereto, except that no assignment
hereol'by either Party shall become effectivc without lhe written consent of both Parties being
first obtained. Such consenl shall not be unreasonably withheld. Notwithstanding the foregoing,
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EXHIBIT 808
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D, NELSON, IDAHO WND PARTNERS, LLC
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26.1
sny pafty which Idaho Power may consolidate, or into which it may mcrger or to which it nlay
convey or transfor substantially all of its electric utility *sets, shall automatically, without further
act, and without ncod of conccnt or upproval by thc Scllcr. auccccd to nll of ldlrh<l Powcr's right:r,
obligations and intorosts under thi$ Agreemcnt. This article shsll not prevent a financing entity
with rccorded or secured rights from exercising all rights and rcmedies available Lo it under law
or conuact. ldeho Power shall have the right to he notified hy the financing e.ntity that it is
exercising such rights or renrdies.
ARTI$I-E XXVI MODTFICATI0N
No modification to thi$ Agreement shall be valid unlets it is in writing and signed by both Parties
and subsequently approved by the Comrnission.
ARTICLE XXVII: TAXES
Esch Pany shall pay before delinquency all taxcs und ethEr govcmtrctrtal c[argcu wlriulr, lf l'ailtxl
to he paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVIII: NOTICES
All written notice"$ under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Pilgrim Stage Station Wind Park, L.L.C.
Aun: Larry Leib
1424 Dodge Avc
Helena" MT 59601
z7.t
28.1
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EXHIBIT 808
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D. NELSON, IDAHO WND PARTNERS, LLC
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To Idaho Powcr:
origrnrldpprtmeuuei
Vieu Prcsidclt, Puwcr Supply
Idaho Power Company
POBoxT0
Boiue, Idaho 83707
Coov ofdocumenl to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise. Idaho 83707
ABTICIE xXIXi ADDITIONAL TERMS AND C0NDITIoNS
29.1 This Agreement includes the following tppendicrs, which are attached hereto and included hy
reference:
Appendix A - Generation Schcduling nnd Rcporting
Appendix B - Facilily and Point of Delivery
AppendixC - Engineer'rCertifications
.TBTICLE XXX: SEVERABILITY
10 I The invalidity or unenforceobility of any term or provision of this Agrcemcnt shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be con$trued
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXII CQU]{TERRAEIS
3l . I This Ague ment may be executed in two or more counterparts, each of which shall bc tleemed an
original but all of which together shall con;titute ons and the $ame in$trument.
AET]CIE XXXII; ENTIRE ACREEMENT
32,1 This Agreement con$titute.$ thc entire Agr€ement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agr€ements between the
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CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4Page27
Purties eoncemirg the subjeu metter hereof.
IN WffNFjSS WHEREOF, The Parties hereto have caused this Agreement to be executed
in thrcir rp-(Fcctive nnrns on the dntes ser fonh helow'
Idaho Power ComonnY Pi lgri$ Shgs-Stalion -Wi nd Park L.L.C.
" \/r^?k*
N, Vcrn Ponct - Mgr Power Supply Operations
Dated
Febr,,^ne, l8 ^ Zes
"ldaho PoweC'
Dated .. /- -- /',r.run,.,/f fl-' ?uor
"Seller"
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CASE NO. IPC-E-13-22
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APPENDIX A
A -I MONTIILY TOWIiR IIRODUCTION AND SWITCHING REI}ORT
At the end of sach moilh the following required documentalion will be submitted to:
Idaho Power Compuny
Attn: Cogeoeration and Small Power Production
P0Box70
Boise, Idaho 83707
The Meter readings requirecl on this rcport will be the reading on the klaho P<lwer Meter
F,quiprnent lrnasuring the Facility's total cnergy production. Station Usage, Inadvertent Energy delivered
to ldaho Power arrd the maximum generated energy (kW) as rccorded on the Meter Equipment and/or any
other reErired energy measurcments to adeguately administer this Agreenrent.
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 29
ProJoet Nome
Address
Clty
Idaho Power Company
Cogeneration rnd Small Power Production
MONTIILY POWER IIRODUCTION AND S\trITCIIING REIIORT
Month Ycnr
Projcct Numben
Phone Nunrbrr:
State 7ip
Fnr:ili3y
Outout
Stltloll
Usare
Slatlou
Usoec Mrxlmunr Grnerrtlon
kw
Meter Numberl
Eod of Month hWh Maer Roding:
Beglnring of Month kWh Mcter:
Difrercnce:
Tirm Meter Cor$t nt:
kWh for the Monthl
Metcrcd Dermnd;
Brealrer Opening Record
Drta fime Metcr
'@I Lsck of Adequrte Prlme Mover2 f,'qrced Outage ol f,'rclllty
3 Dieturbcnce ofIPCo Syctem4 ScheduledMrlntcnsnce
5 Tsfng of Protection Systcnu
6 CauseUnknown7 Other (Explain)
+Rmqp.p
Brcahcr Cloelns Record
Drte Tlrlc Mercr
I hot*by cerdf! thet the obove rnet*r readlngr nre
true md eorrect os of Mldnlght on lhe la$ dsy ol tho
abovc msnth nnd lhnt thc awltcblng rccord ls oecumt$
rnd eomplete as rcquired by the Finu Energy Sale*
Agreerncnt to which I am r Party.
Siglature Irate
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CASE NO. IPC-E.1T22
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A.2 ROUTINE REPORTINCI
r@
Dnily Errer B.v- PJ uduction RcPortin g
Calt daily by t0 a.m., l-800-3564328 or l-80G635-1093 and leave tho following
inthrmation:
Project Identification - Project Name and Project Number
Curent Meter Reading
Estimatcd Gonerntion for the current day
Estimated Oeneration for the next day
Plunned and Unplanned Projcct outages
Cnll l-800-14,L1319 and le,ave the following informatinn:
r Project ldcntification - Project Nsme and Project Number
r Approximrte time outage occurredr Estimated day and tirne of pmject coming back online
Sel lcr's Contact Infarm4loo
24-Hour Project Operntional Contact
Name:
Telephone Number:
Cell Phone:
Project On-silg Qqntact infornution
Telephone Nunrber:
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APPENDIX B
FACILITY AND POINT OF DELIVERY
TIRoJECT N0. 3t315045
PILGRM STAGE STATION WIND PARK
B.I DESCRIPTION OF FACILTTY
The Facility will consist of 7 6E lly'ind turbines model 77 SLE wilh individual generator ratingn
of L5 MW for each unit, for a totd Facility genemtor reting of 10.5 MW.
B-2 LOCATIONOFFACILITY
Noar: Hugcrmun, ldoho
Sections: 19.24.25.3L Township:. 7S Range: l2E County: Twin Falls Idaho.
8.3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller ha.s selected December 31,2005 as the eslimated Scheduled First Energy Date.
Sellsr has selected tqllgsl-E 20A6 as the estimated Scheduled Operation Date.
In making thcse selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be compleled prior to the project
being granted an Operation Datc. Idsho Power, based on the information supplied by the Seller.
wilt schedule iG construction in accordancc with Schedule 72 and the Generation Interconnection
Process,
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation IntercoRncction process. This
value is the msximum sn€rgy (MW) thrt potentially could be delivered by the Seller's Facility to
the ldaho Power electrical system at any moment in time.
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EXHIBIT 808
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D. NELSON, IDAHO WND PARTNERS, LLC
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lr-5 POINT OF DELIVERY
"Point of Delivery" rne&nsr unless otherwise agreed by both Parties, the point of where the Scllers
I;acility's cncrgy is dclivcred to thc. ldaho FowEr clcctrical systcm. Thc lclahrr Powcr Cencratiorr
Interconncction process will detennine the specific Point of Delivery for this Facility. Upon
cornpletion ofthe Generation Interconnection process the Point ofDelivery identified by this
pr(x'c.ss will becorne an integrnl part of thir Agreement.
LOSSES
Il the ldaho Power Metel'ing eguiprnent is capahle of mcasuring thc exact sncrgy dcliveries by the
Sellcr to the ldaho Power electrical system at the Point of Delivery, no Lesses will be calculatcd
for this Facility. lf the ldflho Power Metering is rrnable to msasure lhe exact energy delit,eries by
the Seller to the ldaho Powcr electricnl system at the Point of Delivery. a Losses calculation will
be established to nrcaliure the energy losscs (kWh) between the Seller's Facility and the ldaho
Powcr Polnt clF Dellvery. Thls Ioss calculiuion wlll be inirially ser il ZAo of rhe klYh energy
production recorded on the Facility generation metering equipment. At such tinrE as Seller
provides Idaho Powcr with the e lectrical equipment specifications (transfornrer loss
specificationr, conductor siacs, ctc) ol'oll of the elecrical equipment between tho Facility nnd ths
Idaho Power electrical $y$tcnr, Idaho Pqrwer will configurc a revised loss calculation tbrmula to
be agrced to by both parties and used to calculate the kWh Losses for the remaining term of the
Agrecmcnt. If at anytirne during the lerm of this Agreenrent. Idaho Power determines that the
loss calculation docs not colrectly reflect the actual kWh losses attribnted to thr electrical
equipment between the Facility and the ldaho Power electrical sy$tem, Idaho Power mny adjust
the calculation and rttroactively adjust the previous month$ kWh loss calculations.
ME'TERING AND I'ELIJME] R Y
The ldaho Power Generation Interconnection process will determine the specific metering and
telemetry retluirements ftlr this Facility. At the minimunr the Metering Bquipmcnt and Telemetry
_ 3l_
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EXHIBIT 808
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D. NELSON, IDAHO WND PARTNERS, LLC
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equiptncnt txust bs flble to providc und rccord hourly energy delivcrics ttl the Point of Delivery
and any other energy measiurcmcnts required to administer this Agreenrertt, These specificntions
will irrclurJc l"rut rrot br: lirrrit$d tu cquiprrrcnt rllceil'it utiotts, cqrriprrrcrrt locatiorr, Id.:ho Powsr
providcd equiprnent, Seller provided er;uipment, and all costs associsted with the equipnrcnt,
design and installation of lhe ldaho Powcr provided equipnrent. The entire Gcneration
Intercnlrnootion procos$, inclueling but not limited to thc cquiprncnt specifications lnd
requiromcilts will become an integral pnrt of this Agreenrerrt. Seller will arrange fur and nrake
available at Seller's cost conrnunication circuit(s) conpatible lo Idaho Power's communications
equipment and dedicatcd to ldaho Power's use terminating at the ldahcr Power facilities caFrable of
providing Idaho Powcr with continuous instanlaneous infornntion on the Facilities energy
protluction, Idaho Power provided equipnrcnt will be ownsd and maintained by Idaho Power,
with roral cost of purchase, installation, operntion, and maintenance, including administrative cost
to bc reimburscd to ldaho Power by the Seller. Paymcnt of these costs will be in accordance with
Schodule I'l and the totel nletering co$t will be includcd ln the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPF,CIALI?ACILITIES
The ldaho Powcr Generalion Intcrconnection proccss will determine the Special Facility
requirements for this Facility. These specifications will include but not be linrited to equipmenl
sprrr:ifir:nrions. equipment location. ldaho Power provided cquipment, Seller provided eguipment,
and all co$ts associated with the equipment, design and installation of thc ldaho Power provided
equipment. The entire Oeneration Interconncction process, including but not linrited to the
equipment specifications and reqtrirements will become an integrsl part of this Agreement. ldaho
Power owncd cquiprnent will be maintaincd by ldaho Power, with total cost of purchase,
installation, operation, ancl maintenance, irtcluding administrative cost to be reimbursed to Idaho
Power by the Seller. Paynrent of these cost$ witl be in accordance with ,Schedule 72 and the total
.Special Facility eost will te includcd in the calculation of the Monthly Operation and
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B-t{
Maintenance Chargcrs $pccil'ied in Schedule 72,
REAC'I'IVE POWHR
The ldaho Powcr Generation Interconnectien proce$li will clctermine the reactive power recluired
to be srrpplied by Idaho Power to the Seller, based upon information providecl by the Seller. The
Ocrrrratiun lrtcrcunncctiorr pr'(]s.rri will rpccify llrc crluipnrcnt rcquircd on tlrc ldaho Powcr
system to mect the Facility's reactive power requirements. These spccilicaLions will includc but
not he linlited ro equiprnent specifications, equipment location, Idaho Power provided equipment,
Seller provided eguipn'rent, and all costs nssoeinted with the eqtripment. design and installation of
thc Idaho Power provided equipment. The entire Gcneration lnterconnecl.ion process, including
but not limited to the equipnlent specifications and rcquirentcnts will bccorne an integral part of
this Agreement. Idaho Power owned equipnrent will tre nraintained by ldaho Power, with total
cost of purchase, instrllation, opemtionr flnd maintenance, including administrative cost lo he
rcimbursed to ldaho Power hy the Sellcr. Paymcnt of these costs will be in accordauee with
Schedule 72 and the total reactive power co$t will be includecl in the calculation of the Monthly
Operation ancl Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
Disconnection Equipnrent is rcquircd to insure thnt the Seller's Facility will be disconnected from
klalru Powct's syliltrul irr thc evcrrt of (l) thc Scllcrs tlclivcry uf cncr6y cxcccds thc Maxirrrunr
Capacity Amount or (2) Idaho Power or the Seller reguire interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Powey's system or the Seller's
t,*cility, The Idaho Power Ceneration Intetconnection process will determine the Disconnection
Equipment $pecificalions and rtquirements for this Facility. this equipment is for protection of
the ldaho Power system and equipment only. Thcse spccifications will include but not be limitcd
to equipment specifications, cquipmcnt location, Idaho Power provided equiprnent. Seller
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EXHIBIT 808
CASE NO, IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 35
provided equipment, and all costs sssociated with thc cquipment, design and installation of the
Idaho Power providcd equiprnent. Seller will instnll all Seller provided equiprnent, control wirc
arrd conduit ncccesaly for thc opcration of lhc f)isconnection Equipmcnt. Through tlrc
Generation Interconnection process, Idaho Power will supply details for the disconnection pancl
and will test the equipnrcnt prior to any operations of the Facility, Seller will pnrvide drawings of
their interconnectirrn wiling fnr engineering approval prior tn in,ilallatinn The entire Generation
Intercr:nnection process, inctuding but not limited to thc equipment specil'ications and
requirerncnts will beconre an integral part of this Agreemcnt. Idaho Power owned equipment will
bc maintained by Idaho Power, with total cosl of purchase, installation, operation, alld
nraintenance, including adrninistrative co$t to be reinrbursed to Idaho Power try the Seller.
Payment of thcse c(,sts will be in accordance with Schedule 72 and the total Disconnection
Equipnunt cost will be includcd in thc calculation of the Monthly Operation and Maintenance
Chalges specified in Schedule 72.
R-to cosTs
The ldaho Power Generation Interconnectior process and this Agreement will identify all cost lbr
tfuir Fluility l(, inlc!'corrrrcct tt'r thc ]drho Powcr rysitcrrr, including but rrot lirrritcd to thc cusl uf
Metering eqrripment, Telemetry equipnrent, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipnrent and lntercqnnection Equiprnent. As specified in the Generation
Interconncction proc€ss and in accordance with Schedtrle 7? and this Agreement the Seller will
reimburse Idaho Power lbr all costs associated with this equipment. In addition to the equipment,
installation find con$truclion charges as specifred above, during the term of this Agreenrent, Seller
will pay Idaho Power lhe monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations end maintcnance charge will begin on the
firur day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconncction cquipment is available for use by thc
Faeility. Thc monthly oper$tiors and maintenance charge will he based upon the initial eost paid
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EXHIBIT 808
CASE NO. IPC-E-'1},22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 page 36
by the Seller in accordance with Schcdule 72. Upon reconciliation of the actual costr, in
accord&nce with Schedule 72 the monthly operations and maintenance charge will be adju$ted to
ruflec! tlre actuul cult iur"urrcrl by ldllru Puwsr anrl prcviourly chargcd nronthly opcrotii;,n and
maintenance expense will bc revised to reflect the actual cost incurred hy ldaho Power. ldaho
Power will refund or Seller will remit any undorpayment of the adjusted monthly operations and
maintenqnce churge within sixty (6O) days of the determinrtioo of this amount.
B-II SALVACE
No latcr than sixty (60) days after the termination or oxpiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of tlrcse ldaho Power
furuished Interconnection Facilities as required under ScheduleT2,the Generation
Inlerconnection Process and/ordescribed in this Agreenrcnt, less the cost of removal and transfer
to Idaho Powerb nearest warehouse, if the Interconncction Facilitier will be removed. If Seller
elect$ not to obtein ownership of the lnterconnection Fflciliiies bur insrcad wlshss rhat ldsho
Power reimburse the Soller for said Facilities the Seller may invoice ldaho Power for the net
snlvage value as estimated by ldaho Power and Idaho Power shall pay such lmount to Seller
within thirty (3O) duyr uftcr rcccipt of the invoice , Soller sholl hove the right to offoet the invoioe
amount against eny present or future payments due ldaho Power.
- 35-
alSnl$s
APPTJND|X C
ENGINEERS CERTIFICATION
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hcrcinallcr collectively rcferred to as "Engineer."
hereby states and ccrtil'ies to the Seller as follows:
l. That Engineer is a Licensed Professibnal Engineer in good standing in the State of Idaho.
2. That lingineer has reviewed the Energy Sales Agreement, hereinafter "Agreernent," between
Idaho Power as Buyer. and as Seller, dnted
3. That the cogcnerultion or small power production project which is the subject of the Agrccurcnt
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 37
and is hereinaftcr rsferred l() asard thrs $tatement rs trlentifie<I as lrr-*o Facility No.
the "Project."
Thnt the Project, which is commonly known as the
Projcct, is locoted in Section Township
Rnnge
-,
Boise Meridian,County, Idaho.
5. That Engineer recognizes thflt the Agreement provides for the Project to furnish electrical sncrgy
to ld*ho Power for a twenty (20) yenr period.
6. That Engineer has sub!,tantial experience in the design, construction and operation of electric
power plants of the same type as this Projcct.
7. That Engineer has no econotnic relationship to the Design Engineer of this Project.
L That Engineer has reviewed and/or $upervised the review of the Policy for Operation snd
Maintenurce ('O&M') for this Project and it is his professional opinion that, provided said Projecr has
been designed and buitt to appropriate standards, adherence to said O&M Policy will result in the
- 36-
EXHIBIT 808
cAsE NO. IPC-E-1*22
D. NELSON, IDAHO TMND PARTNERS, LLC
2n12014 Page 38
lf
Project's producing ot or nea, the design elcctrical output! efficiency and plant factor for a twenty (20)
year period.
9. Thnt Engincor rceognizcs thst ldoho Powcr, in &ccprd{nce with poragroph 5.2 of thc Agf,csment.
is relying on Engineerb representations and opinions contained in this Statement.
10. That Engineer certifie,$ that the above $tatement* ars conrplete, true and accurste to the be$t sf his
knowladgc end therefnre sels his hand and rml helnw
(P.8. Stamp)
Date
By
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?ifitffii
EXHIBIT 808
CASE NO. !PC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 39
APPENDD( E
ENCINEER'S CERTIFICATION
ONGOING OPERATIONS AND MAINTENANCE
The undcrsigned on behnlf of hinrrelf nnd
hereinafter collectively ref'errcd to as "Engincor," hcreby
ritates snd ccrtifies to the Seller as firllows:
L Thar linAincer is a Licensed Profcssional Engincer in good standing in the State of Idaho.
2. Thar Enginccr has reviewed the Energy Salcs Apgcemcnt, hereinafter "Agreernent," between
Idaho Power as Buyer, and
-
as Seller, clated
3. That the cogeneration or small power production project which is the subject of the Agrcement
andthisStatenwntisidentifiedasIPCoFacilityNo.--andhereinafterreferredtoa$the
"Project".
4. That the Pro.ject,which IS cornnronly known
Project, is locoted ot
5. That Engineer r€cognizes thal the Agreemcnt provides for the Project to furnish electrical energy
to Idaho Power for r twenty (20) year period.
6. That Engineer has substantial experience in the design. cons(ruction and operation of elcctric
power plants of the same type as this Project,
7 . That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing 0&M has been substantially in accordance with said 0&M Policy;
that ir is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue pnrducing at or near its design electrical output, efficiency and plant factor for the
.38.
t/t8/2005
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC2nnwl Page 40
t,
remaining year$ of the Agreement,
9, That Engineer recognizes that ldaho Powcr, in accordance with pnragraph 5.2 of the Agrccment,
ir rrlying on Engincor'g rtptoscntaticns nnd opinions containod in this Stntcnronl.
10. That Engineer certifie.s thut the above statements are complete) true end accurate to the best of his
knowledge and thcrefore sets his hand and seal below,
(P.E. Stamp)
Date
By
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2llu200.5
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLCznzofi Page 41
APPENDIX C
INCINEERS CERTIFICATION
OF
DESTGN & CONST'RUCTION ADEQUACY
The undersigned on behalf of hinrself and
hercinafter collectively referred to as "Engineer".
heretry states and ccrtil"res to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in thc State of ldaho.
2. That Engineer has rcviewed the l.irm linergy Sales Agreenrent, lrereinafter "Agreellrent",
between Idaho Power as Buyer, and as Seller. dated
3.That thc cogeneriltion or small the subject ol'the
and is hereinafterAgrcement and this Statement is identified as
referrecl to ns the "Project",
4. That the Project, which is commonly known as the
Project, is located in Section _, Township
Ranee . Boise Mcridian,County, Idaho.
5. That Engineer recognizes that the Agree ment provides for the Project to fumirh electrical
energy to ldaho Power for a
-
(-) year period,
6, That Engineer has substantial experience in the design, conslruction and operation of
electric power plants of the samc tvpe as this Proiect.
7. That Engineer has no economic relationship to the Dcsign linginecr of this Projcct and
has rnade the analysis ofthe plans and specifications independently.
8. That Engineer has rcviewed the engineering design and construclion of the Project,
including the civil work, ele.ctrical work, generating equipment, prime mover convcy{nce systcm, Seller
furnished Intcrconnection Facilities and other Project focilities and equipment,
power production pnrject which is
IPCo Facilitv No
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uta20a3
EXHIBIT 808
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 42
9. That the Project has been constructed in accordance with said plans and specifications. all
npplicable codes and consistenl with Prudcnt Electrical Prrctices as thnt term is described in the
ABreemen[.
10. That the design and construction of thc Project is such that with rcasonable and prudent
operation and maintenancc proctices by Seller. the Project is capable of performing in ascordance with the
tormaofthoAgreomont6ndwirhPrudentElectricalPracticesfora-(-)yearperiod.
Il. That Engineer recognizes that ldaho Power, in accordance with paragraphS.2 of the
Agreemerrt, in interconnecting the Project with its system, is rclying on Engineer's representations and
npinions contained in this Statement.
12. That Engineer certifics thal the above statenrents are complete. true and accurate to the
best ofhis knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
By
EXHIBIT 809
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
Article
I
2
3
4
.ASENoiISE:li!:
D. NELSON, IDAHO WND PARTNERS, LLC
2l7l2O14Page 1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
YAI{OO CREEK WIND PARK, LLC
TABLEOFCONTENTS
TTTLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Termand OperationDate
Purchase and SaIe of Net Enerry
Purctrase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering and Telemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
AppendixA
AppendixB
Appendix C
AppendixD
AppendixE
Appendix F
5
6
7
8
9
r0
ll
t2
13
L4
l5
t6
t7
18
l9
20
2t
22
23
24
25
26
27
28
29
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2t712014 Page 2
FIRM ENERGY SALES AGREEMENT
(10 aMWorLess)
Project Name: Yahoo Creek Wind Park. LLC
Project Number:313i5070
THIS AGREEMENT, enter€d into on tn 1f auy A lq[y 2009 between
YAIIOO CREEK WIND PARK, LLC (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(daho Power), hereinafter sometimes referred to collectively as "Parties" or individually as'?arty."
WTINESSETH:
WHEREAS, Seller will desigrq construst, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sel[, and Idaho Power is willing to purchasg firm electric energy
produced by the Seller's Facility.
TIIEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agras as follows:
ARTICLE T DEFIMTIONS
As used in this Agreernent and the appendices attached hereto, the following terms
shall have the following mssningsi
1 .l "CalculatEd Net Enerev Amount" - The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable month minus the estimated Lost Energy Production, and minus the
estimated Station Use associated with the l,ost Energy Production-
1.2 *Commission" - The Idatro Public Utilities Commission.
1.3 "Contrac!-Yeet'' - The period commencing each calendar year on the same calendar date as the
Operation Date ard ending 364 dap thereafter.
1.4 "Delav Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5 and 5.6.
1.5 ebv perioa" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
- 1-
7161200E
1.6
1.7
t.8
.ASE No.rEISjElljl:
D. NELSoN, rDAHo wND t#[tr #.:
"Delay Price" - The current rnonth's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
'@" - Idaho Power's Systems Operations Group, orany subsequent
group designated by ldaho Power.
"Eggg.-Shgrtfall-Iric9" - The current month's Mid€olumbia Market Energy Cost minus the
current month's All Hours Energy Price specified in paragraph 7 .3 of this Agreement. If this
calculation results in a value less than 15.00 MillslKwh the result shall be 15.00 Mills/Kwh.
"Facilily" - That electric generation facility de,scribed in Appendix B of this Agreement.
"Fils!_Enere.y.Dg19" - The day commencing at 0001 hours, Mountain Timg following the day that
Seller has satisfied the requirements of Artigle IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
"Forced Outagp" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Powefs ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was 4! the result of negligence or lack of preventative maintenance or
2) unptanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative maintenance during
periods of low wind availability or 3) responding to a hansmission prcvider curtailment order.
"flg$ry.lqadllours" - The daily hours beginning at 07:00 am, ending at l1:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanlcsgiving and Christmas.
1.9
1.10
t.11
t,t2
1.13 "lnadvertenj EgergC'-Electric energy Sellerdoes not intend to generate. Inadvertent Energy is
morc particularly described in paragraph T.5 of this Agreement.
l.l4 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
-2-
7t6t2009
i.15
EXHIBIT 809
D. NELS.N, rDAHo,ifNT lAod+'-E-? ftr
"Initial Capacity Determination" - The process by which Idaho Power confirms ,ifi'r#i*o"nu o
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
"Ligh[qad Hours" - The daily hours beginning at 1l:00 prn, 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 Dan Thanksgiving and Christmas.
"]-osses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's enerry is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation fomrula will be as specified in Appendix B ofthis Agreement-
"Lost Net Enerey Production" - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual generation unit's energy
production that was not delivered as Net Energy due to: l) periods where the level of Suffrcient
Prime Mover were outside the manufacturet's acceptabte operating range forthe wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual o@urrence and individual
generation unit) lasts for less thar l5 minutes, then no Lost Energy Production will be calculated.
Calculation of the amount of lost Energy Production will be the verifiable duration (not less than
15 minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
generation uni(s) occurring as a result of the went multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have been
associated with this calculated l,ost Net Enerry Production. It is understood by the Parties, that a
specific generation unit's outage may indirectly impact other fully operational generation units, in
which case the forced outage calculation could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacrty rating or 2.1 MW suffers a 100% gear
bx failure that was not a result of negligence or lack of prwentative maintenance (Forced
1.16
t.t'7
1.1 8
-3-
l.l9
.ASE No rE}Sl:llj!:
D. NELSoN, rDAHowND tffi|trS;l::
Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinity of this generation unit operated ata30Yo capacity factor during this 48 hour period then
the amount of Lost Energy Production will be; 48 hours X 2.1MW X 30o/o = 30.24IvIWh
(30,240 kwh)
"Market Energv Reference Price" - Eighty-five percent (8570) of the Mid-Columbia Market
Energy Cost.
"Mqlerial ,Breach" - A Default Garagruph 19.2.1) subject to paragraph 19 .2.2.
"Maximum Capacity Amoud" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
.@,-ThepercentageamountcalculatedbySellerwithin5daysafterthe
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month- Any penalty associated with falling
short of the Mechanical Availability Guarantee for each month shall be deterrnined in accordance
with paragraph 6.4.4.
1.20
r.2t
t.22
L.23 "Mechanical Availability Gua rc" shall be as defined in paragraph 6.4.
L.24 "Metering-Eouipgqgfl, - All equipment specified in Schedule 72,this Agreement and any
additional equipment specified in Appendix B required to measurg record and telemeter bi-
directional power flows between the Seller's Facility at the Seller's individual
Facilities and the Point of Delivery on the Idaho Power electrical system.
1.25 " - The monttrly weighted average of the daily on-peak and
off-peak Dow Jones Mid-Columbia Index @ow fones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agcncy, both Parties
will mutually agnee upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreernents and a
commonly used index by the electrical industry.
1.26 'UAEgplatE_Cap@" lThe fullJoad electrical quantities assiped by the designer to a generator
and its prime mover or other piece of electrical equipment such as transformers and circuit
-4-
EXHIBIT 809
D. NELS.N,' ooro ffio= Jo?-li?ii.tl li8
2n12014 Page 6
breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.27 "I.[et-EneIg" - All of the electric energy produced by the Facility, less Station Use, Iess Losses,
expressed in kilowatt hours (kWh) delivered to Idaho 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 term of the Agreement. Net Energy does not include Inadvertent Enerry.
1.28 "Operatlgn DAte" - The day commencing at 0001 hours, Mountain Time, foltowing the day that
all requirements of paragraph5.2 have been completed.
1.29 "Eqint_qf-Deliver.y''- The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 "Prudent Electrical Practices" - Those practices, methods and equipment that are comrnonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.3 I "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Opoation Date. In establishing this date it is expected that the Seller reasonably
determines this date is bascd upon the best known information in regards to equipme,nt
availability and construction schedules.
L.32 "Schedule 7Z - Idaho Power's TariffNo 101, Schedule 72 or lls successor schedules as
approved by the Commission. The Seller shall be responsibleto pay all costs of interconnection
and integration of this Facility into the ldaho Power electrical system as specified within
Schedule 72.
I .33 "&U" - The three periods identified in paragraph 6.2. 1 of this Agreement.
1.34 "Soecial Facilities" - Additions or alterations of transmission and/or distribution lines ard
transforrrers as described in Schedule 72.
1.35 "!t@'- Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
-5-
7t6t2009
EXHIBIT 809
D. NELS.N,,o^ro ffiT J^?,1'*?*?
ttt'3
in the Mechanical Availability calculation, the previous period's actual Statio" Ur" r,r?fi'biir::8"'
as a basis.
1.36 "Sufficient Prime Mover" means wind speed that is (1) equal to or greaterthan the generation
unit's manufacturer-specified minimurn levels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce enerry.
1.37 "lutplgs._Enerp0/'- All Net Enerry produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.38 "Tgtal Cost of the Facilift" - The total replacement cost of structures, equipment and
appurtenances.
1.39 "Wind Energy Production Fo " - A forecast of enerry deliveries fromthis Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE I[ NO RELIANCE ON IDATIO POWER
2.1 Seller Independent Investieatign - Seller warrants and rcprcsents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and detemrined that it is capable of pertbrming herannder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Indepe.ndent Experts - All professionals or experts including, but not limited to, engin@rs,
attomeys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
-6-
71612009
3.1
3.2
.ASE No
Err8lElL:8:
D. NELSoN, rDAHo wND "#l|trF;l::
ARTICLE III WARRANTIES
No Wananty by Idaho Power - Any review, accepcance or failure to rwiew Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and ldaho Power makes no warranties, expressed q imFlied, regarding any aspect of
Seller's doign, specifications, equipment or facilities, including but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Qualiffins Facilitv Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifying Facility stahrs during the term of
this Agreemeirt and Seller's failure to maintain Qualiffing Facility status will be a Material
Breach ofthis Agreement. Idaho Power reserves the riglr to review the Seller's QualiSing
Facility status and associatod support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO A9CEPTA}.ICE OF ENEBGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authoritie.s,
including but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq. and a Qualiffing Facility certificate.
4.1.2 Opinion of Counsel - Submit to ldaho 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 4.1.1
above are legally and validly issued are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
4-t
-7-
EXHIBIT 809
D. NELS.N, rDAHo,ifNLE JA?+"-?-? ftr
217t2014 Page 9
will be in a form acceptable to Idaho Power and will acknowledge that the attomey
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion ktter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Detennination - Submit to Idaho Power such data as Idaho Power rnay
reasonably require to perforrn the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
Upon receip of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Deterrnination within a
reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility is less than l0 MW, the Seller shall subnait
detaile4 manufacturer-specific, verifiable data of the Nameplate Capacity ratings
of the actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation units to be installed at this Facility is less than
10 MW, it will be deenred that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.L.4 Nameplate Capacity - Submit to Idaho Power Manufacturer's and engineering
doctrmentation that establishes the Nameplate Capacity of each individual generation unit
that is included within the entire Facility. Upon receipt of this data, ldaho Power shall
review theprovided data and determine if the Nameplate Capacity specified is reasonable
based upon the Manufacturer's specified generation ratings for the specific generation
units.
-8-
7l6l20w
.ASE No.ff5]E:L:3:
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 104.1.5 Engineer's Certifications - Submit an executed EngineeCs Certification of Design&
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
reoognizn the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.I.7 lnterconnection * Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Desienation -
4.1.8-1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1-8-2 Receive confirmation from the Idaho Power delivery business unit that the
Seller's Facility has been designated as a network resource.
4-1.9 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a fund
holderwhich complics withparagraph 19.3.2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to Idaho Power. Said maintenancc reserve account shall be
structrred and funded as follows:
4.L.9.I All funds will be prudently invested, in a guaranteed, insured account
and all cost of implementing and operating the maintenance neserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance reserye account. At the end
of the term of this Agreement, any balance remaining in the maintenance
resene account shall be the property of the Seller.
4.1.9.2 Within 60 days after the completion of eaoh Contract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
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EXHIBIT 809
D. NELS.N, rDAHo \ifNTlAod+t-?ilfft
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to, or exceeding 5o/o of the Facility's estimated gross income for the
ensuing Contract Year, less an amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's optior; the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable standby letter of credit in the same amount.
4.1.9.3 The minimum amouDt of deposit retained in the maintenance reserve
account shall be $2,000,000. This minimum amount will be adjusted
either upward or downward to reflect current replacement cost of a
complete wind turbine/generator. (i.e. tower, nacelle, generator, control
unit, associated wiring, etQ This adjustment will be made at the
beginning ofeach 3d contract year and the replacernent value determined
by the replacement cost valuation methods as described within paragraph
13.2.6-c. In the event this adjustment results in a balance in this account
exceeding 10% of the cost of the actual replacement cost of a complete
wind turbine/generator then the Seller may request a disbursement of
funds as specified in paragraph 4.1.9.6.
4.I.9.4 At the time Seller makes the deposit described in paragraph 4.1..9.2,
Seller will provide ldaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenance cxpenses,
identifred by appropriate FERC maintenance account number, and the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estimate of gross income.
4.1.9.5 If at any time it appears that the maintenance expense for that Contract
Year will exceed 5%o of the Facility's estirnated gross irrcome for that
Contract Year, the Seller may request that Idaho Power consent to the
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EXHIBIT 809
D. NELS.N, r DAH o \iiNsDE IA?+'-E-? f#
release of funds from the maintenance reserve account iI':I'rff3i,1;
sufficient to pay the anticipated additional maintenance expenses. The
request must include documentation supporting the Seller's projection of
excess maintenarrce expense, identified by appropriate FERC
maintenance accormt number, and such documentation shall be
submitted to ldaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.1.9.6 Control of the maintenance rcerve account will be maintained by ldaho
Power through the requirement of dual signatures on the account. The
only authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
4.1-9.7 At the End of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. This evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance reserve fund will be subject to the fien rights described in
paragaph 4.1.10 below.
4.1.9.8 If the Facility has etablished a maintenance r€serve account in a form
and amount that meets or orceeds the maintenance reserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptarce that the financial maintenance reserve requirements mee* or
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EXHIBIT 809
D. NELS.N, rDAHo \ifNT |A?+t"E-? ff8
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exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance r€serve account as meeting these
requirements. If Idaho Power acc€pts, this financial maintenance reserve
account, it wiU be required that within 60 days of the end of each
Contract Year the Seller provide ldaho Power documentation of the
balance within the financial maintenance reserve ac,count and the
previous year's activity within the account. Idaho Power reserves the
right to require the Seller to provide a maintenance reserve account as
specified below at any time during the terrn of this Agreement if Idaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requircments.
4.1.10 Security Interests - Provide Idaho Power with acceptable security against Seller's
default under this Agreement. Acceptable security will conform to Commission
Order No. 21690 andNo. 21800 and may include, but will not be limited to (1)
title insurance, security intercsts in the real property associated with th€ Facility,
equipment, fixtures, contracts, permits, easements, rights-of-way, land use
agreem€nts, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arrangements
consistent with the Facility's financing and ownership arrangements; or (2) the
seller may post liquid security in an amount equal to at least thirty five percent
(357o) of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Powet's security interests will be superior and senior to all liens
other than the first mortgage lien and other security interests permitted
in accordance with paragraphs 4.1.10.2. The Seller shall be
responsible for all costs reasonably incurred by Idaho Power to review
and perfect this security interest not to exceed $15,000.
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7t612009
4.1.10.2
4.1.10.3
EXHIBIT 809
D. NELS.N,,r r"'if-T J^?+t-?--="l
tiff
2nl2l14 Page'14
If Seller desires to incur a first mortgage lien or other security interests
that will be superior to Idaho Power's security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide Idaho Power with draft copies of the deeds of trust, mortgages
and other security agreements that will be used to secure such first lien-
Upon their execution Seller shall provide ldaho Power with copies of
the executed first lien documents. The executed frst lien documents
shall not be assigned, amended, modifid or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Power's prior written consent which consent shall not be
unreasonably withheld- In no event will the amount of any first
mortgage lien exceed $56,250,000. The total amount of all refinanced
or replaced first liens shall not exceed the unpaid principal balance of
the first mortgage liens they replace.
Other than the first mortgage liens permitted hereirU or temporary
mechanic's, statutory or similar liens incurred in the ordinary course of
business in an amount not to exceed in aggregate $50,000, Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Powet's prior written consent,
which consent will not be unreasonably withheld. If any unpermitted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acc€ptable to Idaho
Power in an amount suffrcient to secure the full discharge of zuch
unpennitted lien or encumbrance.
During the remaining term of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power's security interests
described above in paragaph 4.1.10 of this Agreement and
4.1.10.4
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7t6t2009
5.1
5.2
EXHIBIT 809
D. N ELso N, r DAH o \ifNsDE JAoii'^,? 5t1'..1
2n nO14 Page 1 5
Commission Order No. 2rc9A. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Commission Order No.
21690, and the security interests, Seller will be required by Idaho
Power to post liquid security (?erformance Securit5/') in a fonn as
specified in Appendix D in an amount equal to at least thirty five
perc€nt (357o) of the Accumulated Overpayment Amount speified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Cornmission Order No. 21690
and No. 21800 shall be an event ofdefault.
4. l.l I Wriften Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been futfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE Y: TERM AND OPERATION DATE
Tenn - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and efifect for a period of twenty (20)
Conhact Years from the Operation Date.
Ooeratiqn Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written fomnt.
- t4-
716t2009
5.3
EXHIBIT 809
D. NELS.N, rDAHo \ifNT JAoFii"^,?-?
t-.1
e) Seller has received written confirmation from ldaho Power of u" o3#fuitttiffi:
This confirmation will not be unreasonably withheld by Idaho Power.
Seller shall cause the Facility to achieve the Operation Date on or before the Scheduled Operation
Date..
5.3.1 If the Operation Date ocsurs after the Scheduled Operation Date but prior to 90 days past
the Scheduled Operation Date, Seller shall pay ldaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Enerry Amount as specified in paragraph 6.2.1 divided by the number of days in
the current month) multiplied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 If the Seller's Facility has not achieved the Operation Date within 90 days after the
Scheduled Operation Date, the Seller sball pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
If Seller fails to achieve the Operation Date within ninety (90) days after the Scheduled Operation
Date, such failure will be a Material Breach and Idaho Power may terminate this Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Damages within seven (7) days of
when ldaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agrement and Idaho Power may draw funds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Darnages.
The Parties agree that tlre damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
5.4
5.6
l5-
5.7
EXHIBIT 809
D. N E LS o N, r DAH o \ifN:E JAoFi+t-"J;l ff8
2n12014 Page 17
Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security ('Delay Security') in a form as described in
Appendix D equal to or exceeding the amount caiculated 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.
5.7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capacity Amount being measured in kW-
5.7.1-1 If the Seller provides Idaho Power with certification that a generation
interconnection agreement speciSing a schedule that will enable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (1)
been completed and the Seller has paid all required interconnection costs or Q) a
ge,neration interconnection agreement is substantially complete and all material
costs of interconnection have been identified and agreed upon and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculatd in accordance with paragraph 5.7.1 will
be reduced by ten percent (10%)-
5 .7 .1.2 If the Selter has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.L.I and subsequently (l) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the gen€ration
interconnection agreement the full amount of the Delay Security as calculated in
5.7.1 will be subject to reinstatement and will be due and owlng within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
5.7-2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (l) 30 days
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6.1
6.2
EXHIBIT 809
D. NELS.N, rDAHo fifNT JA?+ttf5;l ftr
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after the Operation Date has been achiwed or Q) 120 days after the termination of this
Agreement.
5.7.3 Earlv Terminatipn Payment - At any time after the Operation Date has been achieved,
Idaho Power terninates this Agreement due to any default by the Seller, Seller will make
a termination payment to Idaho Power. The termination payment will include but not be
limited to the Accumulated Overpayment Amount specified in Appendix F of this
Agreement.
ARTICLE VI: PURCHASE AND SALE OF.NET ENERGY
DelivervandAcceptanceofNetEneray -Except when either Party's perfiormance is excused as
provided hereiq Idaho Power will purchase and Seller will sell all of the Net Enerry to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facitity will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or lnadvertent Enerry produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Ne Enersy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
arnounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
- 17-
7t6t2009
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
Season 1
March
April
May
"or. ro.i}3lE:lf!:
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 19
kwh
5,735,994
5,541,459
5,20?,971
3,490,508
3,618,345
4,201,949
4,824,460
4,552,L11
4,029,647
4,6l8,gog
5,018,995
4,746,646
Season 2
July
August
November
December
June
September
October
January
February
6.3
6.4
Season 3
Unless orcused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10y") of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
Mechanical Availabilitv Guarantee - After the Operational Date has been established, the Facility
shall achiwe 6 minimum monthly Mechanical Availability of 85% for the Facility for each month
during the full term of this Agreement (the 'Mechanical Availability Guarantee'). Failure to
achieve the Mechanical Availability Guarantee shall result in Idatro Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monthly Power Production and Switching
Reporq (Appendix A) the Seller shall provide and certi$ the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of: (a)
Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on generation
output and (c) scheduled mainte,nance and Station Use iaformation that was used to
calculate the current month's Mechanical Availability
- l8-
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7.1
.ASE No
E'IIlEllj!:
D. NELSoN, rDAHo wND PARrifEl;l!8
6.4.2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idalro Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as :
The Mechanical Availability Guarantee multiplied by the Facility's
aggregate Nameplate Capacity of all generation units at the Facility
multiplied by the hours of the month minus the curr€nt month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiptied by the Energy Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy payment. Ifan unpaid balance remains after the darnages are offset against the
enerry payment the Facility shall pay in full the remaining balance within fifteen (15)
days of the date of the invoice.
ARTICLE Vft PURCHASE PRICE A}'{D.METHOD OF PAYMENT
Heavy Load Purchase Price - For all Net Energy received during Heaqy Load Hours, Idaho
Power will pay the lwelized energJ price for a Facility scheduled to come onJine dwing
calendar year 2010, for a contract terrt of twetrty (20) years in accordance with Commission
Order 30744,30738 and adjusted in accordance with Commission Order 30415 for Healy Load
Hour Energy deliveries, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
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7.2
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nEO14 Page 21
Season I - (73.50 %) Season 2 - (120.00 yo) Season 3 - (100.00 %)
Mills/kWh Mills/kwh Mills/kWh
63.6s 106.47 87.64
Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Load Hour Energy deliveries, and adjusted in accordance with Commission Order 30488
for the wind integration charge and with seasonalization factors applied:
Season I - (73.50 yo) Season 2 - (120.00 %) Season 3 - (100.00 %)MillVkwh Mills/kWh Mills/kwb
58.73 97.73 80.36
All Hours Enerey Price - The price to be used in the calculation of the Surplus Enerry Price and
Delay Damage Price shall be the levelized enerry price for a Facility scheduled to come on-line
during calendar year 2010, for a contract tenn of twenty (20) years in accordance with
Commission Order 30744, 30738 and adusted in accordance with Commission Order 30488 for
the wind integration charge and with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120-00 %) Season 3 - (100.00 %)
Mill{kWh MillVkWh Millslkwh
6t.47 102.58 84.40
Surtrrlus Enerey Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.
Inadvertent Enerey-
'1.5.1 Inadvertent Energy is electric enerry produced by the Facility, expressed in kwh,
which the Sellerdelivers to Idaho Power at the Point of Delivery that exceeds
10,000 kW multiplied by the hours in the specific month in which the energy was
-20-
,rcDoos
7.3
7.4
7.s
7.6
EXHIBIT 809
D. NELS.N,,r ro'if-:=I^?+t*Ef;1 fff
delivered. (For example January contains 744 hours. 744 hours ti*eu 1016f8'14
Pase 22
7,M0,000 kWh. Energy delivered in January in excess of 7,M0,000 kWh in this
example would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
l0 average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power will accept Inadvertent Energr that does not exceed the Maximum Capacity
Amount but will not purchase orpay for Inadvertent Energy.
Pavment Due Date - Energy pa)ments, less Wind Energy Production Forecasting Monthly Cost
Allocation (lvICA), will be disbursed to the Seller within 30 days of the date which Idaho Power
receives and accepts the documentation of the monthly Mechanical Available Guarantee and the
Net EnergT actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission-This Agreement is a special contact and, as such the
rates, terns and conditions contained in this Agreement will be construd in accordance with
Idaho Power Company v. Idaho Public Wilities Commission and Afton Energt, Inc.,l07 ldaho
781, 693 P.Zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commbsion, 107
Idaho I 122, 695 P.2d I 261 (1985), ffton Energt, Inc, v. Idaho Power Company,l i I Idaho 925,
729 P.2d,400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Enerry
Credits (RECs) and Tradable Renewable C.ertificates (TRCs) directly associated with the
production of cnergy from the Seller's Facility.
7.7
8.1
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7t6t2009
9.1
9.2
EXHIBIT 809
D. NELsoN,, r^* " ffiT f;l'*?-*t( tl%
2nnfi4 Page 23
ARTICLE IX: FACILITY AND INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
terrr of theAgreement.
Interconnection Facilities - Except as specifically provided for in this Agreerne,nt, the required
Interconnection Facilities will be in accordance with ScheduleT2, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by tdaho Power for equipment costs, installation costs and ongoing monthly
ldaho Power operations and rnaintenance expenses.
ARTICLE X: METERING AND TELEMETRY
Metering - Idaho Power shall, for the account of Seller, providg install, and maintain Metering
and Telernetry Equipment to be located at a mutually agneed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the tlpe required to measure, record and report the
Facility's Net Energy, Station Use, lnadvertent Energy and maximum energy deliveries (kW) at
the Point of Delivery in a manner to provide Idaho Power adequate energy measurement data to
administer this Agreement and to integrate this Facility's energy production into the Idaho Power
electrical system.
Telemetrv- Idaho Power will instal[, operate and maintain at Selleds expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Poweds Designated Dispatch Facility.
l0.l
t0.2
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EXHIBIT 809
D. NELS.N, r DAH. fifNT JAoFi+"-g-? fft
2n12014 Page24
ARTICLE XI - RECORDS
ll.1 MaintenanceofRecords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generatiorq Net Enerry, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Sellefs Facility.
ARfiCLE Xtr: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
comrnunications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A ofthis Agreement.
12 .2 Energv Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. If, for reasons
other than an event of Force Majeure or a Forced Outage, a temporary disconnection
under ScheduleT2 exceeds twenty (20) days, beginning with the twenty-frst day of such
intemrption, curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notiff Seller when the intemrption,
curtailment or reduction is terminated.
L2.2.2 If, in the reasonable opinion of ldaho Power, Selleds operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
-23-
7161200D
EXHIBIT 809
D. NELsoN, r DAH o fifNs; JAoilt^,E-? lff
within Schedule 72 or take such other reasonable steps as Idaho il#Z:::t;T
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Sella shall mutually agrer as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
rocluirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coofdination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
l2-S Contact Prior to Cwtailment - Idaho Power will make a reasonable attempt to contact the Seller
.prior to exercising its rights to interrupt the interconnection or curtail deliveries from the Seller's
Facility. Sella understands that in the case of emergency cirormstances, real time operations of
the electrical systern, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intcmrption, curtailment, or reduction of electrical energy deliverie to Idaho
Power.
ARfiCLE XIft INDEMNIFICATION A}.ID INSURA}.ICE
Indemnification - Each Party shall agree to hold harmless and to inderuri$ the other Party, its
ofEcers, agents, affrliates, subsidiaries, par$t company and employees against all loss, damage,
expense and liability to third pefllons for injury to or death of person or ir{ury to property,
proximately caused by the indemniffing Party's construction, ownership, operation or
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maintenance of, or by failure o{, any of such Party's work or facilities used in connection with
this Agreement. The indemniffing Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemniffing Party shall pay all documented
costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this
indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall s@ure and continuously carry the
following insurance coverage:
13.2.L Comprehensive General Liability Insurance for both bodily injury and property darnge
with limits equal to $1,000,000, each occurrencg combined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar property.
13.2.2 Nl Risk Property Insurance with minimum limits not less than eighty percent (807o) of
the Total Cost of the Facility. The Property Insurance coverage must be written on a
Replacernent Cost basis and will include:
(a) Standard firepoliry
(b) Extendedcoverageendorsanent;and
(c) Vandalism and malicious mischief endorsement.
(d) The deductible for such insurance shall be consistent with current Insurance
Industry Utitity practices for similar prcperty.
132.3 Boiler and Machinery insurance with minimum limits not less than eighty percent (80%)
of the total Replacement Cost of the equipment covered in (a) below:
(a) All boiler and machinery coverage must be written on a "cornprehensive
form" basis to provide coverage against the sudden and accidental breakdown
of all boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b) Coverage under this insurance must be written on a Replacement Cost basis;
and
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(c) The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.4 Earthquake & Flood (catastrophic perils) ksurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with cunent Insurance Industry Utility practices for similar property.
13.2.5 Business Intemrption (Loss of Income) lnsurance with minimum daily limits not less
than trrenty percent (20o/o) of the Facility's estimated annual income;
(a) Coverage will include Seller's loss of earnings when business operations are
Coverage maycurtailed or suspended because ofa loss due to an insured peril.
be written on an actual loss sustained basis.
(b) This insurance coverage must be endorsed to both the AII Risk Property
lnsurance Policy and the Boiler and Machinery Insurance Policy;
(c) The deductible forsuch insurance shall beconsistentwithcurrent Insurance
Industry Utility practices for similar property.
(d) The estimated annual incorne shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
13.2.6 The above insurance coverage shall be plaoed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsernent naming ldaho 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.
(c) In the case of the insurance coverages described in sub-paragraphs 1.3.2.1,13.2.2,
13.2.3, and 13.2.4 abovg the Total Cost of the Facility will include any Seller-
fi:mished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adjusted
either upward or downward to reflect the current replacement cost of the Facility
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or equipment. This adjustment will be based on either (l) an appraisal made by,
or for, the Seller's insurance company, or (2) use ofan approved "industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
Industrial Machinery & Equipment; Industrial Risk lnsurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adustment shalt be made, at a minimum, every
fifth Contract Year during the term of this Agreement. A copy of these
computations and/or appraisals will be submiued to Idaho Power for Idaho
Power's review and approval.
13.2.7 Insurance Alternatives - Comprehensive General Liability Insurance as defined
in paragraph 13.2.1 will be required at all times throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the insurance requirements specified in paragraphs 13.2.2,
13.2.3,13.2-4 and 13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these altemate
arrangements may the Seller be allowed to forgo the insurance
requirements of paragraphs 13.2.2, 13.2,3, 13.2.3 and 13-2.5 of this
Agreement. Any and all acceptable alternative arrangements must place Idaho
Power in an equal or better position in the event of the occurrence of an insurable
event.
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafrer, Seller shall furnish Idaho Power a certificate of insurancq together with the
endorsements required therein, evidencing the coverage as set forth above.
13.4 Seller to Notifu Idaho.Power of Loss of Coverage - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller will immediately notifu Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
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D. NELSoN, rDAHo wND PARTTfEi;l!8
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeurd' means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
Cod, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidernics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise ofdue diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majzure, both Parties shall be excused from
whatever performance is affected by the event of Force Mqieure, provided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occur€nce of the Force Majeure, grve the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligatiors of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occuTence.
ARTICLE XV: LIABILITY: DEDICATION
15.1 Nothing in this Agreement shall be constnred to oreate any duty to, any standard of care with
refere,nce to, or any liability to any person not a Party to this Agreement. No undertaking by one
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Party to the other under any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereof to the 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.
ARTICLEXVI SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwisg the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective- Nothing contained
in this Agreement shall ever be construed to create an association, Erst, partnership orjoint
venture or impose a trust orpartnership duty, obligation or liability on or with rsgad to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVtr: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other mafters arising in connection with this Agreement shall not be
deemed a waiver with respect to aoy subsoquent defautt or othermatter.
ARfiCLE XVItr: CHOICE OF LAWS A}.ID VENUE
l8,l This Agreement sball be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
L8.2 Venue for any Iitigation arising out of or related to this Agreeme,nt will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada-
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ARTICLE XIX: DISPUTES A}.ID DEFAULT
Disputes - All disputes related to or arising under this Agrcement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
L9.2 Notice of Default -
19.2.1 DefaultS. If either Party fails to perform any of the tsrms or conditions of this
Agreement (an "event of default'), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifoing the rnanner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurence of the breach.
19.3 Securitv for Perforrnance - Prior to the Operation Date and thereafter for the full tenn of this
Agreement, Seller will provide Idaho Power with the following:
19-3.1 lnsurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may onl), be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated.
19.3.2 Debt Servise Reserve Account-The'seller will establish a debt service reserve
accounl Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
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19.3.2.1 All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest eamed on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
19.3.2.2 Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or hiVher respective designoe). Accordingly, funds will
only be released from the Debt Service Rescrve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
19.3.2.3 During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security interest in the
Facility as described in paragraph 4.1.10, Seller shalt maintain a d&t
service reserve account in cash or an irrevocable standby letter ofcredit in
an arnount equal to twenty percent (20 %) of the Facilitls estimated gross
Contract Year revenue rounded to the nearest $1,000. The estimated gposs
Contract Year revenue is calculated to be the surn of the monthly Net
Energy Amounts specified in paragraph 6.2 muttiplied by the All Enerry
Price specified in paragraph7.3-
19.3.2.4 During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Power's lieru funds from the dcbt service reserve account
will only be released to the holder of the first mortgage lien. Funds ftom
said account shall be released only when, and only to the extent that Seller
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certifies to Idaho Power that after payrnent of all operating costs, the
Facility's revenues are insuffrcient to make full debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the above-referenced fust mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
roquested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5%) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve accoutrt in cash or an irevocabte standby leter of credit in
an amount equal to five percent (5o/o) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt serwice r€serye account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt senrice reserve account operatmg costs are limited
to those costs nec€ssary for the operation of the Facility such as [axes,
insurance expenses, lease payments aod other ordinary and necessary
operating expenses. Operating costs shall rpl include any disbursements
other than lease payrnents which would constitute a profit or retum on
investment.
19.3.2.8 After any release of funds from the debt service res€rt/e account, Seller shall
be obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
prior to Seller disbursing funds which would constitute a profit ot refurn on
invesbrrent. Until the debt service reserve account is fully restored, Seller
will, within sixty (60) dap of the completion of each Contract Year,
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provide Idaho Power with a report prepared by Seller's outside accountants
showing that Seller has not breached its obligations under this paragraph
19.3.2.
19.3.2.9 If the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account
requirements as defined below for compliance with other parties having a
financial interest in this Facility, the Seller shall provide ldaho Power with
docurnentation of those requirements and upon Idaho Power's acceptance
that the financial debt service reserve regtrirements meet or exceed the
requirements within this Agreement, Idaho Power will accept this financial
debt service resewe account as meeting these requirements. If Idaho Power
accepts this financial debt service reserve account it will be required that
within 60 days of the end of each Contract Year the Seller provide Idaho
Power documeirtation of the balance within the financial debt service
reserve account and the previous year's activity within the account. Idaho
Power reserves the right to requfue the Seller to provide a Debt Service
Reserve Account as specified below at any time during the term of this
Ageement if Idalro Power de{ermines that the Seller's financial debt
reserve account no longer meets or exceeds these requirements.
19.3.2.10 Any breach of paragraph 19.3.2by Seller will constitute a Material Breach
of this Agreement.
Engineer's Cstificefions - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form speoified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
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19.3,4 Licenses and PermiE - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply [daho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
fiorn the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
20-l This Agreement is subject to the jurisdietion of those governmental agencies having contnol over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agreerrent shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE )(Xft SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit ofthe respective successors and assigns ofthe Parties hereto, except that no assignment
hereof by either Party shall become effective rvithout the written consent of both Parties being
first obtained. Such consent shall not be urueasonably withheld. Notwithstanding the foregoing,
any parly which Idaho Power may consolidatq or into which it may meqIe, or to which it may
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
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obligations and interests under this Agreernent. This article shall not prevent a financing entity
with recorded or secured rights from exercising alt rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such righs or remedies.
ARTICLE XXIII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and sigrred by both Parties
and subsequently approved by the Commission.
ARTICLEXXTV: TAXES
U.L Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller: Contract Manager
c/o Exergy Dwelopment Group of Idaho, LLC
802 W. Bannock St., 12ft Floor
Boiss ID 83702
info @exergydevel opmentgroup.com
Cooyof document to:
Peter Rictrardson
Richardson &O'Lary Iaw Firrr
515 N. 27th Street
Boiss D 83702
p eter.@ichardsonando I eary. com
To ldaho Power:
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Original document to:
Senior Vice President, Delivery
Idaho PowerCompany
POBoxT0
Boise, Idaho 83707
Emai I :[e-mail]
Conv of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
E-ma iL [e-mail]
ARTICLE XXVI: ADDITIONAL.TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attaclred hereto and included by
reference:
Appendix A
Appendix B
Appendix C
AppendixD
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Securify
Wind Energy Production Forecasting
Accumulated Overpayment Amount
27.t
ARTICLE XXVtr: SEVERABILITY
The invalidity or unenforceability of any term orprovision of this Agreement shall not affect the
validity or enforceability of any otherterms orprovisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE )O(VIII: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which strall be deemed an
original but all of which together shall constitute one and the same instrument.
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ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties conceming the subject matter hereof-
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Yahoo Creek Wind Park LLC
Bv
. f-{,8rtB. Bv
Dan B. Minor
Senior Vice President Delivery
o"'"0 rlq lbq
"Idaho Power"
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APPENDD(A
A_1 MONTHLY POWER PRODUCTION AND SWTTCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Atxr: Cogeneration and Small Power Production
P0Box70
Boise, Idaho 83707
TheMeter readings required on this report will be the reading on the Idaho PowerMeter
Equipment measuring the Facility's total energy productioq Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measuroments to adequately administer this Agreement.
Project Name
Address
City
EXHIBIT 809
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D. NELSON, IDAHO WND PARTNERS, LLC
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Idaho Power Company
Cogeneration and Small Porver Production
MONTHLY POWER PRODUCTION AND SWITCIIING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
0utput
Station
Usage
Station
Usage
Metered
Marimum Gencration
kw
Net Generatlon
Meter Number:
End of Month kWh MeterReading:
Beginning of Month kWh Meter:
Dlfference:
fimes Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter Reason
Breaker ClosingRecord
Date Time Meter
*
I
2
3
4
5
6
7
Breaker Ooenins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenrnce
Testing of Protectioo Systems
Cause Unknown
Other (F.*nlain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the srvitchlng record is accurate
and complete as required by the Firm Energy Sales
Agreement to wbich I am a Party.
Signature Date
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A-2 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutualh agree to modifu this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Enerey Production Reporting
Call daily by 10 a.m., 1-800-3564328 or l-800-635-1093 and leave the following
information:
. Project Identifreation - Project Name and Project Numbere CurrentMeterReading. Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outaEes
Call l-800-345-1319 and leave the following information:
r Project Identification - Project Name and Project Number. Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Informatio{r
24-Hour Proiect Ooerational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDX B
FACILITY AND POINT OF DELIVERY
PROTECINO. 3131s070
Yahoo Creek Wind Park LLC
DESCRIPTION OF FACILITY
21.0 MW Installed capacity wind conversion power generation facility utilizing 14 GE Model
1500 xle wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
LOCATION OF FACILITY
Near: Hagerman, ID
Section 35 - Wllz, SI/2NE1/4, N1/2SE1/4, SWI/4SE1/4 Township: 75 Range: lzE
County: Twin Falls, ID-.
-
Section36-ALL Township: 75 Range: 12E County:TwinFalls, ID.
Sectionz-ALL Township: 8S Range: l2E County:TwinFalls. ID.
Section6-Nl/2 Township: 8S Range: l2E County:ELFaUS, ID.
Description of Interconnection location: 400 W. 5900 N. Hagerman. connectins to the
Kifrg / Bliss 138 kV line.
Nearest Idaho Power Substation: Tuana Substation
SCI{EDULED FIRST ENERGY AI.ID OPERATION DATE
Seller has selected Septpnrber 30. 2010 as the Scheduled First Enerry Date.
Seller has sslccted September 30. 2010 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
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MAXMLIM CAPACITY AMOUNT: This value will be 21.0 MW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schedule 72. Thts value is the
maximum €,nergy (MW) that potentially could be delivered by the Seller's Facility to the Idaho
Power electrical system at any moment in time.
POINTOFDELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's onergy is delivered to the Idaho Power electrical system. Schedule 72 will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the ldaho Power electrical systerr at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the enerry losses (kWh) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially set at ZYo of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transforrner loss
specifications, conductor sizes, etc) of all of the electrieal equipment between the Facility and the
ldaho Power electrical spterr, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the p6sining terrn of the
Agrecment. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
B-5
B-6
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EXHIBIT 809
D. N ELS.N,'oo"o ffio= Jo?it"E-Il ti8
2nDU4 Page 44
equipment between the Facility and the Idaho Power electrical systerr\ Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERING A}ID TELEMETRY
Schedule 72 will determine the specific metering and telemetry requireme,trts for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly enerry deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipme,rrt specifications, equipment location, ldaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment- Selter will arrange for and make available at Sellerrs cost
communication circuit(s) compatible to Idaho Power's communications equipment and dedicated
to Idaho Powe/s use terminating at the ldaho Power facilities capable of providing Idaho Power
with continuous inscantaneous information on the Facilities energy production. Idaho Power
provided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation5 and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 aad the total
metering cost will be included in the calculation of the Monthly Operation and Maintenaner
Charges specified in Schedule 72-
- 43_
7t6t2009
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO \MND PARTNERS, LLC
2n12014 Page 45
APPENDD(C
ENGTNEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand this Statement is identified as IPCo Facility No.
the (Project.'
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range . Boise Meridiarl _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical energy
to ldaho Power for a five (5) yearperiod.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Poliry for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
yearperiod.
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EXHIBTT 809
D. NELsoN, rDAHo'ifNs5 JAocli,ff;l ii3
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9. That Engineer recognizes that ldaho Powa, in accordance with paragraph 52 of the Agreement,
is relying on Engineer's representations and opinions containd in this Statement.
10. That Engineer certifies that the above statenrents are complete, fiue and accurate to the best of his
knowledge and therefore sas his hand and seal below.
(P.E. Stary)
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 47
APPENDD( C
ENGINEER'S CERTTFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
to as "Engineer," herebyhereinafter collectively referred
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement,- between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as [PCo Facility No.and hereinafter referred to as the
*Proj@t".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range , Boise Meridiffi, _ County, Idaho.
5. That Engineer rccognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho Power for a five (5) year period.
6. That Engineer bas substantial experience in the design, construction and operation of electric
power plants of the same t5pe as this Project.
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
records since the last previous certified inspection. It is Engineer's professional 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 operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining _ years of the Agreement.
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EXHIBIT 809
D. NELS.N, rDAHo,ifNT JA?+t"fS;: ftr
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9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the bsst of his
knowledge and therefore sets his hand and seal below-
(P.E. Stamp)
EXHIBIT 809
CASE NO. IPC-E-I3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nEU4 Page 49
APPENDD(C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agr@rnent",
between Idaho Power as Buyer, and as Seller, dated ,
3. That the cogeneration or small power production project,which is the subject of the
and is hereinafterAgreement and this Statement, 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 Meridiatr, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
enerry to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric powerplants of the same t)pe as this Project-
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and constn:ction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Projest facilities and equipment.
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EXHIBIT 809
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
znnffi4 Page 50
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, tme and accurate to the
best of his knowledge and therefore sets his hand and seal below.
@.E. Stamp)
By
Date
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71612009
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n2OU Page 5'l
APPENDX D
FORMS OF LIQUID SECIJRITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial securily that would provide readily available cash to Idaho Power to
sadsry the Delay Security, Performance Security and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term *Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. Cash Escrow Security - Seller shall deposit funds in an escrow account establishd by the
Seller in a banking institution acceptable to bothParties equal to the required security
amount(s). A single escrow a@ount may be established for all security requirernents,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisff each
security requirernent within the individually identified accounts. The Seller shall be
responsible for all costs associated with establishing and maintaining the escnow account(s).
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the required security amount(s): (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to ldaho Power at its discretion, or (b) an irrevocable
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EXHIBIT 809
D. N ELS.N, r DAH. fifNT JA?+t-".5;l ftr
2nl2l14 Page 52
Letter of Credit in a form acceptable to ldaho Power, in favor of Idaho Power. The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may be provided for all security requirements, howwer detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisff each security
requirement within the individuatly identified accounts. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarante{s) or Lette(s) of Credit.
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716D009
EXHIBIT 809
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 53
APPENDIX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast t}re energy production from this Facility and other QF wind generation
resouroes. Seller and ldaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is detemined as specified below. Sellen
share will not be greater thanl.Lo/o of the total energy payments made to Seller by Idaho Power during the
previous Contract Year.
a. For every month of this Agreement beginning with the frst full month after the
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy ProductionForecasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Enerry Production Forecasting
Monthly Cost Allocations (MCA) that are not reimbursed to Idaho Power shall
be deducted from energy payments to the Seller.
o As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the frst Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the0.l%o cap and if the Facility has paid the monthly
allocations a refund will be included in qual monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's energy payments.
b. During the first Contract Year, as the value of the 0.1% cap ofthe Facilities total
energypayments will not be known until the first Contract Year is complete,
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EXHIBIT 809
D. N E LsoN, I DAH. \ifNLE JAodlt^,? -? tt,-'3
2nPU4 Page 54
Idaho Power will dduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b each month during the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
of wind projects having Commission approved agreements to deliver energy to
Idaho Power has been revised by an action of the Commission.
d. The monthly cost allocation will based upon the following formula :
Where: Total MW (TMW) is eclual to the total nameplate rating of all QF wiud
projects that are under contract to provide eners/ to Idaho Power
Company.
Facilitv MW (FMW) is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual Wind Energv Production tr'orecacting Cost (AFCost) is equal
to the total annual cost ldaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actua[ AFCost will be included in the next years AFCost.
Annual Cost Allocation (ACA) : AFCost X GIVIW / TMW)
And
Monthly CostAllocation (MCA) : ACA|12
e. The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to ldaho Power. The MCA will frst be netted against any
monthly energy payments owed to the Seller. If the netting of the MCA against
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EXHIBIT 809
D. NELsoN,,r r",:f-T }^?li,ffrl fff
2n2U4 Page 55
the monthly enerry payments rcsults in a balance being due Idaho Power, the
Facility shall pay this anpunt within 15 days of the date of thc payment invoice.
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7rcnw
EXHIBIT 809
CASE NO. IPC-E-1}22
D. NELSON, IDAHO WND PARTNERS, LLC
2nDU4 Page 56
APPENDIK F
ACCUMULATED OVERPAYMENT AMOT'NT
PROJECT NUMBER: 31315070
YAHOO CREEK WIND PARK
The accumulated total of:
The monthly tnitial Year Monttrly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the All
Hours Energy Price (Mill/kWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Energy Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non kvelized
rates where the seasonalization factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in accordance with IPUC order No.30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpayme,nt Amount based upon
the Idaho Power overall allowed rate of rehrm ia the Idaho jurisdiction, which at the time of the signing of
this agreemat is 8.18 %.
This Accumulated Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculated annually at the end of each Contract Year.
- 55-
71612009
EXHIBIT 809
CASE NO. IPC-E 13-22
D. NELSoN, rDAHo wND PARrT4EElreL!?
APPENDD( F
TABLE OF ACCUMULATED OVERPA]AVTENT ENERCY RATES AS DEFINED IN THIS APPENDD(
PROJECT NUMBER: 3 131s070
YAHOO CREEK WIND PARK
Per IPUC Order 30744 and 30738
Calendar
'Year
2010
20tt
20t2
2013
2014
2015
20t6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2021
2028
2029
2030
Levelized Flat Energy Prices
for a Project coming online
in 2010
Season Season Seasont23
61.47
6t.47
61.47
61.47
61.47
61.47
61.47
6r.47
6r.47
61.47
61.47
61.47
61.47
61.47
61.47
6r.47
61.47
6r.41
6t.47
6t.47
61.47
102.58 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.40
102.s8 84.40
102.s8 84.40
r02.s8 84.40
r02.58 84.40
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.N
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.40
Non Levelized Flat Energy
Prices
Season
1
52.59
54.13
55.42
56.?4
58.09
59.54
60.95
62.48
63.97
6s.49
67.04
68.64
70.28
7t.96
73.68
7s.87
78.22
80.65
83.14
85.72
87.80
Season Season23
86.82 71.55
89.56 73.65
91.84 75.45
94.18 77.40
96.58 79.40
99.t6 81.55
101.67 83.64
104.38 85.90
107.01 88.09
rc9.7t 90.34
tt2.48 92.6s
t15.32 95.01
rt8.22 9?.44
t2l.2t 99.92
t24.26 102.47
127.99 10s.57
131.82 108.77
135.78 112.07
139.86 115.47
144.06 I18.97
147.47 12r.81
Season Season Seasont23
8.88 15.76 12.8s
7.33 13.02 1.0.75
6.04 10.74 8.9s
4.73 8.40 7.00
3.38 6.00 5.00
1.92 3.42 2.85
0.52 0.91 0.76
(1.01) (1.80) (1.s0)
(2.s0) (4.43) (3.6e)
(4.02) (7.13) (s.94)
(5.s8) (e.e0) (8.25)
(7.18) (12.74) (10.61)
(s.81) (1s.64) (13.04)
(10.s0) (18.63) (ls.s2)
(t222) Q1.68) (18.07)
(14.40) (2s.41) (2t.t7)
(16.7s) (2e.24) (U37)
(1e.r8) (33.20) Q7.67)
Qr.67) (37.28) (31.07)
Q4.2s) (41.48) Q4.s7)
44.89\ $7.4t
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EXHIBIT 809
D. NELS.N,, r* " ffi"ti }^?lt-Eiil'.tt
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APPENDD( F
EXAMPLE OF ACCI.'MULATED OVERPAYMENT CALCULATION
The calculation below is for example purposes only - to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation.
Example Assumptions :
Project becomes Operational as of Jan L,2010.
Project terminates Agreement as of July 1, 2010.
Expired Months:
EstimatedMwh
(per article 6.2.1 of
the Aereement)
Accumulated
Overpaynrent
Enersv Rate
Calculated
Ovemavment
Interest applied
to expired
Months
Total Accumulated
Overpayment including
interest
8.18%
Jan-l0 l5-000 12.85 $192.7s0 $1.313.91 $194.064
Feb-I0 20,000 12.8s s257.000 $1.322.87 $4s2.387
Mar-10 i6.000 8.88 $142.080 $3.083.77 $597,551
Apr-I0 2i.000 8.88 $186.480 $4.073.30 $788.104
Mav-10 13.000 8.88 $l rs,440 $5,372.24 $908,916
Jun-10 14.000 12.85 $179.900 $6.19s.78 $1.095.012
Plus Next 12 Months:
Based on this example - if this example Project were to terminate this "levelized" agreement in July
2010. The calculated accumulated Overpayment Amount would be 53.300,692 which would be payable
to ldaho Power in addition to any other damages due ldaho Power.
Jul-l0 4.000 Ls.76 $220.640 $1,315,652
Aus-10 5-000 15.76 $236.400 $1.5s2,0s2
See.l0 8.000 12.85 s231.300 $1.783.352
Oct-10 3.000 12.85 $167.050 $1.950.402
Nov-l0 5.000 15.76 $236.400 $2.186-802
Dec-10 4,000 15.76 $220,640 $2.tt07.442
Jan-l 1 5^000 10.7s $161.2s0 $2.568.692
Feb-ll 20,000 10.75 $2r5.000 $2.783.692
Mar-l1 16.000 7.33 $117.280 $2.900.972
Apr-l1 21.000 7.33 $153.930 $3.0s4.902
Mav-I1 13.000 7.33 $95.290 $3.150.192
Jun-l I r4.000 LO.7s $1s0,500 $3300.692
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7t6t2009
EXHIBIT 810
CASE NO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
EXHIBIT 810
D. NELS.N,' roro ffi*T }^?lt*E-*t.l Iff
2n12014 Page 1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAIIO POWER COMPAIVY
AND
CAMP REED WIND PARIq LLC
TABLE OF CONTENTS
Article TIILE
I Definitions
2 No Reliance on Idaho Power
3 Warxanties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
' 6 Purchase and Sale ofNet Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facilityand lnterconnection
l0 Metering and Telemetry
I I Records
L2 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choiceof Laws andVenue
19 Disputes and Default
20 Governmental Authorization
2L Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 EntircAgreement Signatures
AppendixA
AppendixB
AppendixC
Appendix D
AppendixE
Appendix F
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
217120'14Page 2
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Camp Reed Wind Park LLC
Project Number:3t315050
THIS AGREEMENT, entered into on fin" ([t d^y rt iU[l 200e baween
CAI\{P REED WIND PARIq LLC (Seller), and IDAHO POWER COMPANy, an Idaho corporation
fldaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Party."
WTINESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchasg firm electric energy
produced by the Seller's Facility.
TI{EREFORE, [n consideration of the mutual covenants and agreements hereinafter set forth the
Parties sgree as follows:
ARTICLE I: DEFINITIONS
As used ' this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Calculated Net Energy Amounf'- The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable month minus the estimated Lost Energt Productiog and minus the
estimated Station Use associated with the Lost Energy Production.
1.2 'Q!q!0igsie4" - The ldaho Public Utilities Commission.
1.3 "Qgp&E1!gar" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.4 "Delav Uquidated Damagef'- Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5 and 5.6.
1.5 "Deley Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
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7rcn009
EXHIBIT 810
D. NELS.N, rDAHo,ifNlE JAoFi+i,?E i-i8
21712014 Page 31.6 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
L.7 "Desimated Dispatch Fa ' - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.8 "Englg_Sho(lfallPrice" -'Ifre current month's Mid-Columbia Market Energy Cost minus the
cunent month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 Mills/Kwh the result shall be 15.00 Mills/Kwh.
1.9 "Eggiliff" - That elechic generation facil.iry described inAppendix B of this Agreement.
1.10 "Firs!_EggIry_Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article [V and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
I . I 1 "Forced Outaqe" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Poweds ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l)
equipment failure which was not the result of negligence or lack of preventative maintenance or
2) unplanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned rnaintenanceperiod. The Parties shall make
commercially reasonable efforts to perform this unplanncd preventative rnaintenance during
periods of low wind availability or 3) responding to a transmission provider curtailment order.
"HeaILLoad_HsUtg" - The daily hours beginning at 07:00 anq endtng at 1l:00 pm Mountain
Time, (16 hours) excluding all hours onall Sundays, New Years Day, Memorial Day, Fourthof
July, LaborDay, Thanlagiving and Christmas.
"lnadvertenlEgslgy''- Electric enerry Seller does not intend to generate. Inadverlent Energy is
more particularly described in paragmph 7.5 of this Agrwment.
"Interconnection F4cilities" - All quipment specified in Idaho Power's Schedule 72.
t.t2
1.13
l.l4
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EXHIBIT 810
D. NELS.N, rDAHo \ifNT JA?+t-"tS;l ftr
1 . l5 "Initial Capacity Determination" - The process by which Idaho Power confirms *ur'rf,.rtlo'^n"
o
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
L l6 "LighiL,oad Hours" - The daily hours beginning at I 1 :00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Mernorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
l.l7 "bs59g" -The loss of elechical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
meterd and the point the Facility's enerry is delivered to the Idaho Power electrical system. The
loss calculation fonrula will be as specified in Appendix B of this Agreement.
l.l8 "Lost Net Enerw Pr-oduction" - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual geireration unit's energy
production that was not delivered as Net Energy due to: 1) periods where the lwel of Sufficient
Prime Mover were outside the manufacture/s acceptable operating range for the wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence and individual
generation unit) lasts for less than 15 minutes, then no Lost Energy Production will be calculated.
Calculation of the amount of Lost Energy Production will be ttre verifiable duration (not less than
15 minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
getreration uni(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occuned during this time period less any Losses that would have been
associated with this calculated Lost Net Energy Production. It is understood by the Parties, that a
specifi.c generation unit's outage may indirectly impact other firlly operational generation units, in
which case the forced outage calculation could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a l00Yo ge,ar
box failure that was not a result of negligence or lack of preventative maintenance (Forced
71612009
EXHIBIT 810
D. NELS.N, r DAH.'ifNT JA?+'-E-?'ift
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Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinity of this generation unit operated ata30Yo capacity factor during this 48 hour period then
theamount oflost EnergyProductionwillbe; 48 hours X ZJMW X 30o/o = 30.24MWh
(30,240 kwh)
1.19 "Market Enerey Reference Price" - Eighty-five percert (85%) of the Mid{olumbia Market
Energy Cost.
1.20 "Ma!9rigl-Ereach"-ADefault(paragraph 19.2.L) subjecttoparagraph 19.2.2.
l.2l "Maximum Cap?citv Amor+nt" - The rnaximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
L.22 "Mechanical Availability" - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any penalty associated with falling
short of the Mechanical Avaitability Guarantee for each month shall be determined in accordance
with paragraph 6.4.4.
"Mechanical Availability Guarmtee" shall be as defined in paragraph 6.4.
"Metgdng_EqEi@@fl - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemefer bi-
directional power flows between the Seller's Facility at the Seller's individual generation
Facilities and the Point of Delivery on the Idaho Power electrical system.
"Mid- Columbia Market Ene Cost" - The monthly weighted avemge of the daily on-peak and
off-peak Dow Jones Mid4olumbia Index (Dow Jones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid-Colurnbia Index price is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid€olumbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
'Nggelalg-Capgglry" rThe fullJoad electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, zuch as transforrners and circuit
t.23
1.24
1.25
t.26
-4-
7t6n009
EXHIBIT 810
D. NELS.N,,"^*" tif*X= I^?+i,?--=.l f#
ZqPOUPageo
breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or dsvice.
1.27 "Net-Eggrgy" - All of the electric enerry produced by the Facility, less Station Use, Iess Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subjoct to
the terms of this Agreement, Seller commits to deliver all Net Energy to ldaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.28 "Qperation_Dde" - The day commencing at 0001 hours, Mountain Timq following the day that
all requirements of paragraph 5.2 have been completed.
1.29 "Point!-of Dgliv€ly'- The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 "Prudent Electrical Practica" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.31 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. In establishing this date it is expected Ont the Seller reasonably
detennines this date is based upon the best known inforrnation in regards to equipment
availability and construction schedules.
1.32 "Schedule 72" - 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 this Facility into the Idaho Power electrical system as specified within
Sshedule 72.
1.33 "Season"-Thethreeperiodsidentifiedinparagraph6.2.l ofthisAgreement.
1.34 "Special Facilitiesu. - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72-
1.35 "Station-Ijse" - Electric energJ that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
-5-
EXHIBIT 810
D. NELS.N, r DAH. \ifNT JAoFi+"-?-ttl if3
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in the Mechanical Availability calculation, the previous period's actual Station Use will be used
as a basis.
I .36 "Sufficient Prime Mover" means wind speed that is (l ) equal to or greater than the generation
unit's manufacturer-specified minimum lwels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.37 "Sulplg!_E9€fgn'- Al[ Net Enerry produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.38 "Total Cost of the FaciliW" - The total replacement cost of structures, equipment and
appurtenances.
I .39 "Wind Enere.v Production Forecasf ' - A forecast of energy deliveries from this Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE tr: NO RELIANCE ON IDAHO POWER
Seller Independent Investisation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or orpertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not timited to, engineers,
attorneys or accountants, that Sellermay have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
2.1
2,2
-6-
7t6t2009
3.1
EXHIBIT 810
D. NELS.N,' o^ro'if*tf }f;*|"*?-ltl t#
21712O11 Page I
ARTICLE III: WARRANTIES
No Warranty bv Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualiffine Fasility Status - Seller warrants that the Facility is a "Qualifuing Facility," as that term
is used and defined in l8 CER 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifying Facility status during the term of
this Agreernent and Seller's failure to maintain Quatifuing Facility status will be a Material
Breaeh ofthis Agreement. Idaho Power rcserves the right to review the Seller's Qualifuing
Facility status and associated support and cornpliance documents at anytime during the term of
this Agreemenl
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of delivedes of
energy from the Sella, Seller shall:
4.1.1 Submit proof to Idaho Power that dl licenses, permits or approvals necessary for Seller's
operations have beeei obtained from applicable federal state or local authorities,
including but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq. and a Qualiffing Facility certificate.
4.L.2 Opinion of Counsel - Submit to Idaho Power an Opinion I-etter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4.1.1
above are legalty and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
corqpliance with said permits as of the date of the Opinion Letter. The Opinion Letter
3.2
4.1
-7-
EXHIBIT 810
D. NELsoN, r DAH. fifNsDE JA?+i,".-? i-f8
21712014 Page I
will be in a form acceptable to ldaho Power and will acknowledge that the attomey
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the fomr will not be unreasonably wittrheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Associatiou Section of Business t-aw (1991).
4-l-3 Initial Qapacitv Deterrrination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.3.1 IftheMaximumCapacityspecifiedinAppendixBofthisAgreementandthe
cumulative manufacturer's Namqrlate Capacity rating of the individual
generation units at this Facility is less than l0 MW, the Seller shall submit
detailed, manufacturer-specific, veriliable data of the Nameplate Capacity ratings
of the actual individual generation units to be insalled at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation units to be installed at this Facility is less than
10 MW, it will be deemed that the Seller has satisfied the Initial Capacity
Deterrrination for this Facility.
4.1.4 Nameplate Capaciqv - Submit to Idaho Power Manufacturer's and engineering
documentation that establishes the Nameplate Capacrty of each individual generationunit
that is included within the 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.
-8-
7/6t2W9
CASE NO i}8]E]If;8
D. NELSoN, rDAHo wND PARTTfE;;}I:
4.1.5 Ensineer's Certifications - Submit an executed Engineer's Certification of Design&
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4-1.7 Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requtements.
4.1.8 Network Resource Desienation -
4.1.8.1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confirmation from the Idaho Power delivery business unit that the
Seller's Facility has been desigrrated as a network resource.
4.1.9 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (l) a debt service ressrve account in a form and with a fund
holder which complies with paragraph 19.3-2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve acc-unt in a form and
with a fund holder acceptable to ldaho Power. Said mainlenance reserve account slrall be
structured and firnded as follows:
4.1.9.1 All funds will be prudently investe4 in a guaranteed, inzurod account
and all cost of implementing and operating the rnaintenance rescrve
ac@unt shall be paid by the Seller. All interest eamed on the funds on
deposit will be retained in the maintenance reserve accoutrt. At the end
of the tenn of this Agreement, any balance lsm6ining in the maintenance
reserye account shall be theproperty of the Seller.
4.1.9.2 Within 60 days after the completion of each C-ontract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
-9-
'1t612009
EXHIBIT 810
D. NELS.N, 'r^r" ff*TJ^?+t"E-Efff
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to, or exceedrng 5o/o of the Facility's estimated gross income for the
ensuing Contract Year, less an amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's option, the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable standby lettcr of credit in the same amount.
4.1 .9.3 The minimum amount of deposit retained in the maintenance reserve
account shall be S2,000,000. This minimum amount will be adjusted
either upward or downward to reflect current replacement cost of a
complete wind turbine/generator. (i.e. tower, nacelle, generator, control
unit, associated wiring etc) This a{iustrnent will be made at the
beginning of each 3d contract year and the replacement value determined
by the replacement cost valuation methods as described within paragraph
13.2.6.c. [n the event this adjustment results in a balance in this account
exceeding 10% of the actual replacement cost of a complete wind
turbine/generator then the Seller may request a disbursement of fi.rnds as
specified in paragraph 4.1.9.6.
4.1.9.4 At the time Seller makes the deposit described in paragraph 4.1.9.2,
Seller will provide ldaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenance expenses,
identified by appropriate FERC maintenance account number, aud the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the dqosit amount, together with documentation
supporting the estimate of gross income.
4.1.9.5 If at any time it appears ttnt the maintenance expense for that Contract
Year will exceed 5Yo of the Facility's estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
- l0-
71612009
EXHIBIT 810
D. NELS.N, r DAH o \ifNT JA?+"-E-? fft
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release of funds &om the maintenance reserve account in an amount
sufhcient to pay the anticipated additional rnaintenance expenses. The
request must include documeutation supporting the Seller's projection of
axcess maintenance expense, identified by appropriate FERC
maintenance account number, and such documentation shall be
submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.1.9.6 Control of the maintenance reseryo account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The
only authorized signers witl be the Chief Operating Offrcer and the Chief
Financial Offrcer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds
will onJy be released from the rnaintenance reserye account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized siguer.
4.L.9.7 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreerrent. This evidence of compliance
will be provided in a manner and form acceptable to ldaho Power. The
maintenance r€serve fund will be subject to the lien rights described in
paragraph 4. 1. 10 below.
4.1.9-8 If the Facility has established a maintenance rcs;erve account in a forrr
and amount that meets or occeeds the maintenan@ nqserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptance that the financial maintenance reserve requirements meet or
- t 1-
71612009
EXHIBIT 810
D. NELS'N, rDAHo fifNsS IA?+'-fS;l fft
2nl2g14 Page 13
exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance reserve account as meeting these
requirements. If Idaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of the end of each
Contract Year the Seller provide Idaho Power documentation of the
balance within the financial maintenance reserve account and the
previous year's activity within the account. Idaho Power reserves the
riglrt to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if ldaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requirements.
4.1.10 Securitv Interests - Provide Idaho Power with acceptable security against Sellefs
default under this Agreement. Acceptable security will eonform to Commission
Order No. 21690 and No. 21800 and may includg but will not be Limited to (1)
title insurance, security interests in the real property associated with the Facility,
equipment, fixtures, @ntracts, permits, €asements, rights-of-way, land use
agreements, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arrangements
consistent with the Facility's financing and ownership arrangements; or (2) the
seller may post liquid security in an amount equal to at least thirty five percent
(35W of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Powefs security interests will be superior ard senior to all liens
other than the first mortgage lien and other security interests perrnitted
in accordance with paragraphs 4.1.10.2. The Seller shall be responsible
for all costs reasonably incurred by Idaho Power to review and perfect
this security interest not to exceed $15,000.
- t2-
71612009
EXHIBIT 810
D. N ELS.N, r DAH o fifNT JAod+t-f-=;l'.-i3
4.1.10.2 If Seller desires to incur a first mortgage lien or other r"#1il'i1l[15J
that will be superior to Idaho Power's security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide ldaho Power with draft copies of the deeds of trust, rnortgages
and other security agreements that will be used to secure such first lien-
Upon their execution Seller shall provide ldaho Power with copies of
the executed first lien documents. The executed first lien documents
shall not be assigned, amend€d, modified, or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Power's prior written consent which consent shall not be
unreasonably withlrcld. [n no event will the amount of any first
morlgage lien exceed $56,250,000. The total amount of all refinanced
or replaced first liens shall not exceed the unpaid principal balance of
the first mortgage liens they replace.
4-1.10.3 Other than the first mortgage liens permitted herein, or temporary
mechanic's, statutory or similar lie,ns incurred in the ordinary course of
business in an amount not to exceed in aggregate $50,000, Sellcr will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without ldaho Poweds prior written consent,
which consent will not be unreasonably withheld. If any unperrritted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acceptable to ldaho
Power in an amount suffrcient to secure the full discharge of such
unpennitted lien or encumbrance.
4.1.10,4 During the remaining t€rrn of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power's security interests
described above in paragraph 4.1.10 of this Agreement and
- 13-
71612009
5.1
5.2
CASE NO.i}YE]I':I3
D. NELSoN, rDAHo wND PARrifES;li?
Commission Order No. 21690. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Commission Order No.
21690, and the security interests, Seller will be required by Idaho
Power to post liquid security (?erformance Security') in a form as
specified in Appendix D in an amount equal to at least thirty five
percent (35%) of the Accumulated Overpayment Amount specified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Commission Order No. 21690
and No. 21800 shall be an event ofdefault.
4. I .l I Written Acceptance - Request and obtain written confirrration from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and witl
not be unreasonably withheld by ldaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date fust written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Ooeration Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Enerry Date.
b) Cornmission approval of this ageement in a form acceptable to Idaho Power ha^s
been received.
Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe marurer.
Seller has requested an Operation Date from Idaho Power in a written format.
c)
d)
- t4-
'il6/2009
5.4
EXHIBIT 810
D. N ELS.N, r DAHo,ifNT JA?i'^,E,-t J l,-t
2rll2l14 Page 16e) Seller has received written confirmation from ldaho Power of the Operation Date.
This confimration will not be unreasonably withheld by Idaho Power.
Seller shall cause tlre Facility to achieve the Operation Date on or before the Scheduled Operation
Date.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but prior to 90 days past
the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to (Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the current month) multipl.ied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 If the Seller's Facility has not achieved the Operation Date within 90 days after tlre
Scheduled Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
If Seller fails to achieve the Operation Date within ninety (90) days after the Scheduled Operation
Date, such failure will be a Material Breach and ldaho Power rnay terminate this Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Darnages within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agreement and Idaho Power may draw funds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
The Parties agree that the damages ldaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages arc an appropriate
approximation of such damages.
5.6
- l5-
5.7
.ASE No iISlElL:18
D NELSoN, rDAHo wND PARrifFl;ll?
Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security ( Delay Security'') in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.7.I. 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 Agreernent-
5,7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capaciry Amount being measured in kW.
5.7.1.1 If the Seller provides Idaho Power with certification that a generation
interconnection agreement specifring a schedule that will enable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (1)
been completed and the Seller has paid all required interconnection costs or (2) a
generation interconnection agreernent is substantially complete and all material
costs ofinterconnection have been identified and agreed upon and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance with paragraph 5.7.1 will
be reduced by ten percent Q0tA.
5.7-l-2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and subsequently (l) at Seller's request the generation
interconnection agreement specified in paragraph 5-7.1.1 is revised and as a
' result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
interconnection agreem€nt, the full amount of the Delay Security as calculated in
paragraph 5.7.1 will be subject to reinstatement and will be due and owing within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1) 30 days
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7t612009
6.1
.ASE No rE}:lE:lr:l8
D. NELSoN, rDAHo wND PADIifEi;l!?
after the Operation Date has ben achieved or (2) 120 days after the termination of this
Agreement.
5.7.3 Earlv Termination Pavment * At any time after the Operation Date has been achieved,
Idaho Power terminates this Agreerrent due to any default by the Seller, Seller will make
a termination payment to Idaho Power. The termination payment will include but not be
limited to the Accumulated Overpaynrent Amount specified in Appendix F of this
Agreement.
ARTICLE VI: PLiRCHASE AND SALE OF NET ENERGY
Deliverv and Acceptance of Net Energ,v - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy prodrrced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
6.2
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71612009
6.2.1 Initial Year Monthly Net Enersy Amounts:
Month
Season 1
March
April
May
"o"= ,o,.JslElljl!
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2l14 Page 19
kwh
6,413,596
6,196,091
5,823,19',1
3,902,847
4,045,786
4,698,332
5,394,381
5,089,860
4,505,676
5,164,437
5,611,897
5,307,375
Season 2
Season 3
July
August
November
December
June
September
October
January
February
6.4
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
Mechanicat Availabiti8,Guarantee - After the Operational Date has be€xr established, the Facility
slrall achieve a minimum monttrly Mechanical Availability of 85% for the Facility for each month
during the full term of this Agreement (the 'Mechanical Availability Cuarantee'). Failure to
achieve the Mechanical Availability Guarantee shall result in ldaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monttrly Power Production and Switching
Report, (Appendix A) the Seller shall provide and certi$ the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a sumrnary of: (a)
Forced Outages, (b) Force Majeure events, (c) wind speeds and the irqpact on generation
output and (c) scheduled maintenancr and Station Use information that was used to
calculate the current month's Mechanical Availability
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.ASE No.iISE,''':tZ
D. NELSoN, rDAHo wND PARri..Fl;l!3
6.4.2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4,4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as :
The Mechanical Availability Guarantee multiplied by the Facility's
aggre,gate Nameplate Capacity of all generation units at the Facility
multiplied by the hours of the month minus the cument month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiplied by the Enerry Shortfall Price.
6.4.5 Any damages calculated in paragraph 6-4.4 will be offset against the current month's
energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Facility shall pay in full the remaining balancE within fifteen (15)
days ofthe date ofthe invoice.
ARTICLE VTI PUR9IIASE PRICE AND METHOD OF PA.YMENT
Heav.v Load Purchase Price - For all Net Energy received during Heavy Load Hours, Idaho
Power will pay the levelized energy price for a Facility scheduled to come onJine during
calendar year 2010, for a contract term of twenty (20) years in accordance with Commission
Order 30744, 30738 and adjusted in accordance with Commission Order 30415 for Heavy Load
Hour Energy deliverim, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
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7.2
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 21
Season | - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/krWh Mills/kWh
63.6s 106.47 87.64
Light Load Purchqsp Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the levelized energy price for a Facility scheduled to come onJine during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Load Hour Energy deliveries, and adjusted in accordance with Commission Order 30488
for the wind integration charge and with seasonalization factors applied:
Season I - ('73.50 %) Season 2 - (120.00 yo) Season 3 - (100.00 70)
Mills&Wh MillVk$/h Mills/kWh
58.t3 97.t3 80.36
All Houts Energv Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized energy price for a Facility scheduled to come on-line
during calendar year 2010, for a contract term of trxrenty (20) years in accordance with
Commission Order 30744, 30738 and adjusted in accordance with Commission Order 30488 for
the wind integration charge and with seasonalization factors applied:
Season I - (73.50 o/o) Season 2 - (120.00 7o) Season 3 - (i00.00 yo)
Mitls&Wh Mills/kWb Mills/kWh
6t.47 102.58 84.40
Sumlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichwer is lower.
Inadvertent Enerpy-
7.5.L Inadvertent Enerry is electric energy produced by the Facility, exprcssed in kWh,
which tlrc Seller delivers to ldaho Power at the Point of Delivery that exceeds
10,000 kW multiplied by the hours in the specific month in which the energy was
-20-
,rcD*g
7.3
7.4
7.5
7.6
7.7
cAsE No i}SlEllil:
D. NELSoN, rDAHo wND PARTTfEI;I!?
delivered. (For example January contains 744 hours. 744 hours times 10,000 kW:
7,440,000 kWh. Enerry delivered in January in excess of 7,440,000 kWlr in this
example would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
l0 average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power will accept Inadvertent Energy that does not exceed the Maximum Capacity
Amount but will not purchase or pay for Inadvertent Energy.
Pavment Due Date - Energy payments, less Wind Energy Production Forecasting Monthly Cost
Allocation (MCA), will be disbursed to the Seller within 30 days of the date which ldaho Power
receives and accepts the documentation of the monthly Mechanical Available Guarantee and the
Net Energy actually delivered to ldaho Power as specified in Appendix A.
Continuing furisdiction of the Commission.This Agreement is a special contract and, as zuch, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energt, Inc.,lOT ldaho
781,, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d I 261 (1985), Afton Energt, Inc, v. Idaho Power Company, I I I Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTICLE VItr: ENVIRONMENTAL ATTRIBUTES
Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECS) and Tradable Renewable Certilicates CfRCs) directly associated urith the
production of energy from the Seller's Facility.
8.1
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EXHIBIT 810
D. N ELS.N, r DAH. \ifNT JAoFii"^,E,5,J'.'-?
2n12014 Page23
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with ScheduleT2,tbe 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 incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERING AND TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and ScheduleT2. The Metering
Equipment will be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy and maximum energy deliveries (kW) at
the Point of Delivery in a mannerto provide Idaho Power adequate energy measurement data to
administer this Agreement and to integrate this Facility's enerry production into the Idaho Power
electrical system.
10.2 Telemetrv - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Enerry and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Powe/s Designated Diqpatch Facility.
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D. NELsoN, rDAHo wND PARrifEl;l!?
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such otJrer location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
Insoection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hous, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Sellet's Facility.
ARTICLE XTI: OPERATIONS
L2.l Comrnunications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12 .2 EnereCz Acceptance -
I2.2-l Idaho Power shall be excused ftom accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. lf, for reasons
other tlran an event of Force Majeure or a Forced Outage, a temporary disconnection
under ScheduleT2 excecds twenty (20) days, beginning with the twenty-first day of such
intemrption, curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will noti$ Seller when the intemrption,
curtailment or reduction is terminated.
12.2.2 lf, in the reasonable opinion of Idaho Power, Sellels operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
-23-
EXHIBIT 810
D. N ELS.N, r DAH. fifNlE JA?+t-?ft] fft
2nPU4 Page 25
within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled Maintenance - On or before January 3l of each calendar yeaE Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties deterrrination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, ldaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
L2.4 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to iutemrpt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical systenr, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE )(Itr: INDEMNIFICATION A]TID INSI.]RANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to indemni$ the other Parly, its
officers, agents, affiliates, subsidiaries, parcnt company and employees against all loss, damagg
expense and liability to third persons for iqiury to or death of person or injury to property,
proximately caused by the indemniffing Party's construction, ownership, operation or
-24-
7t6t2009
t3.2
EXHIBIT 810
D. NELS,N,' r^r"'if*T J^?+i,h? fff
maintenance of or by failure of, any of such Party's works or facilities used in *'#;.I1ffi?i'o'
this Agreement. The indemnifying Party shall, on the other Parry's request, defend any suit
assating a claim covered by this indemnity. The indemniffing Party shall pay all documented
costs, including reasonable attorney fees that may be incurred by the other Parry in enforcing this
indemnity.
lnsurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance covemge:
13.2.1 Comprehensive General Liability rnsurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar property.
13.2.2 Nl Risk Property Insurance with minimum limits not less than eighry percent (807o) of
the Total Cost of the Facility. The Property Insurance coverage must be written on a
Replacement Cost basis and will include:
(a) Standard fire policy
(b) Extendcd coverage endorsernent; and
(c) Vandalism and malicious mischief endorsement.
(d) The deductible for such insurance shall be consistent with current Inzurance
Industry Utility practices for similar property.
13.2.3 Boiler and Machinery insurance with minimum limits not less than eighty percent (80o/o)
of the total Replacement Cost of the equipment covered in (a) below:
(a) All boiler and machinery coverage nrust be written on a "comprehe,nsive
form" basis to provide coverage against the sudden and accidental breakdown
of all boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b) Coverage undq this insurance must be written on a Replacement Cost basis;
and
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71612009
EXHIBIT 810
D. NELS.N, rDAHo \ifNlE JA?+'-E-? fft
(c) The deductible for such insurance shall be consistent with curr#?rl1'#:::" "
Industry Utility practices for similar property.
I3.2.4 Earthquake & Flood (catastrophic perils) Insurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deduotible for such insurance shall be
consistent with current ksurance Industry Utility practices for similar property.
13.2.5 Business Intemrption (Loss of Income) Insurance qrilfu minimum daily limits not less
than twenty percent (20Y) of the Facility's estimalsd annual income;
(a) Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because ofa loss due to an insured peril. Coverage may
be written on an actual loss sustained basis.
(b) This insurance coverage must be endorsed to both the All Risk Property
Insurance Policy and the Boiler and Machinery lnsurance Policy;
(c) The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
(d) The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
13.2.6 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and Ioss payee as
applicable; and
(b) A provision stating that such pollcy shall not be canceled or the limits of liability
reduced without sixty (60) days'prior written notice to ldaho Power.
(c) ln the case of the insurance covcrages described in subgaragraphs 13.2.1, 13.2.2,
13.2.3, and 13.2.4 above, the Total Cost of the Facility will include any Seller-
fumished Disconnection Equipment and/or lnterconnection Facilities. The Total
Cost of the Facility and total Replacernent Cost of equipment will be adjusted
either upward or downward to reflect the current replacement cost of the Facility
-26-
13.3
.ASE No il5lElL:l:
D. NELSoN, rDAHo wND PARrifEl;j!?
or equipment. This adjustment will be based on either (1) an appraisal made by,
or for, the Seller's insurance company, or (2) use ofan approved "industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
hdustrial Machinery & Equipment; Industrial Risk krsurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adjustment shall be made, at a minimurq every
fifth Contract Year during the temr of this Agreement. A copy of these
computations and/or appraisals will be submitted to Idaho Power for Idaho
Power's review and approval.
13.2.7 Insurance Alternatives - Comprehensive General Liability lnsurance as defined
in paragraph 13.2.1 will be required at all times throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the insurance requirernents specified in paragraphs 13.2.2,
13.2.3,13.2.4 ard.13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these altemate
arrangements may the Seller be allowed to forgo the insurance
requirements of paragraphs 13.2.2, 13.2.3, 13.2.3 and 13.2.5 of this
Agreement. Any and all acceptable alternative arrangerrents must place ldaho
Power in an equal or better position in the event of the occurrence of an insurable
event,
Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall fumish ldaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
Seller to Notifr Idaho Power of Loss of Qoveraee - If the insurance coverage required by
paragraph 13.2 shall lapse for any reasoq Seller will immediately notiff Idaho Power in writing.
The notice wil[ advise ldaho Power of the specific reason for the lapse and the steps Seller is-27' ,rc,o'
13.4
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 29
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XTV: FORCE MAIEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligencq
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fue, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lighhring, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Datq which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise ofdue diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice decribing
the partictrlars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the went of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance an! which could and should have been fully
perforrred before such occurrence shall be excused as a result of such
occlurence.
ARTICLE XV: LIABILITY: DEDICATION
Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertaking by one
15.1
-28-
71612009
"or=
*o.',I5fllr:19
D. NELSoN, rDAHo wND PAR;f4EFi;l!3
Party to the other under any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereof to the 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.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specilically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust orpartnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obtigations under this
Agreement.
ARTICLE XVII: WAIVER
I7.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respet 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 XVII CHOICE OF LAWS AND VENI.]E
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without rcference to its choice of law provisions.
I8.2 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.
-29-
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.ASE No.E#SlPllji:
D. NELSoN, rDAHo wND PARTTfEi;l!?
ARTICLE XIX: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
Notice of Default -
1"9.2.1 Defaul[S. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default'), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Pa(y, specifuing the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such curq then, the nondehulting Party may, at its option, terminate this
Agreement and/or pu$ue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occrrrrence of tlre breach.
19.3 Securitv for Performance - Prior to the Operation Date and thereafter for the full terrn of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 lnsurance - Evidence of compliance with the provisions of paragraph 13.2. tf Seller
fails to comply, such failure will be a Material Breach and may onl.y be cured by
Sellcr supplying evidence that the required insurance coverage has been replaced or
19.3.2
reinstated.
Debt Senrice Reserve Account - The Seller will establish a debt service reserve
account. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
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19.3.2.1
19.3.2.2
19.3.2.3
19.3.2.4
EXHIBIT 810
D. NELS.N, rDAHo \:fNLE |A?+i,h.,l i-f:
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All fi:nds will be prudantly invested, in a guaranteed insured account and
all cost of irqplementing and operating the Debt Service Reserve Account
shall be paid by the Seller. Al1 interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall betheproperty of the Seller.
Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial OfEcer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or hisArer respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security irrterest in the
Facility as described in paragraph 4.1.10, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter ofcredit in
an amount equal to twenty percent (20 o/o) of the Facility's estimated gross
Contract Year revenue roundd to the nearest $1,000. The estimated gross
Contract Year revenue is calculated to be the zum of the monthly Net
Enerry Amounts specified in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph7.3.
During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Powet's lien, funds from the debt service reserve account
will only be released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
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EXHIBIT 810
D. NELS.N, ronno ffioE Jeod+t-E-=,l ftr
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certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make full debt service and/or lease
payments on the Facility.
L9.3.2.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5o/o) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter ofcredit in
an amount equal to five percent (5%) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes,
insurance expenses, lease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
investment.
19.32.8 After any releasc of funds from the debt service reserve account, Seller shall
be obligated to restore the debt service reserve ac@unt to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whic'hever is applicablq
prior to Seller disbursing funds which would constitute a profit or retum on
investment. Until the debt service reserve account is fully restored, Seller
will, within sixty (60) days of the completion of each Contract Year,
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provide Idaho Power with a report prepared by Seller's outside accountants
showing that Seller has not breached its obligations under this paragraph
19.3.2.
L9.3.2.9 If the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account
requirements as defined below for compliance with other parties having a
financial interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's acceptance
that the flrnancial debt seryice resewe reguirements meet or exceed the
requirements within this Agreement, Idaho Power will accept this financial
debt service reserve account as meeting these requirements. If Idaho Power
accepts this finanoial debt service reserve account it will be required that
within 60 days of the end of each Contract Year the Seller provide Idaho
Power documentation of the balance within the financial debt service
neserve account and the previous year's activity within the account. Idaho
Power reseryes the right to require the Seller to provide a Debt Service
Resenre Account as specified below at any time during the term of this
Agreement if tdaho Power determines that the Seller's financial debt
reserye account no longer meets or exceeds these requirements.
19.3.2.10 Any breach of paragraph 19.3.2by Seller will constitute a Material Breach
of this Agreement.
Eneineer's Certifications - Every tbree (3) years after the Operation Date, Seller will
supply ldaho Power with a Cerlification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idalo, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
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.ASE No.E,}#EllJl:
D. NELSoN, rDAHo wND PARri..Ei;l!?
19.3.4 Licenses and Pe(mits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
20.1
ARTTCLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXL COMMISSION ORDER
2l.l This Agreement shal[ become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes-
ARTICLE XXtr: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall. be binding upon and inure to the
benefit of the respective succesors and assigns of the Padies hereto, except that no assignment
hereof b1t eithsr Party shall become ef;fectirre without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidatg or into which it may mergq or to which it may
convey or transfer substantially all of its electric utility assets, shalt autornatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
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D. NELSoN, rDAHo wND pARrTfEl;llt
obligations and interests under this Agreement. This artiole shall not prevent a financing entity
with recorded or secured riglrts from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
23.1 No modification to this Agreement shall be rralid unless it is inwriting and signed by both Parties
and subsequently approved by the Commission.
ARTICLEXXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE )(XV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Maii,
first-class, postage prepaid, as follows:
To Seller: Contract Manager
cloBxeryy Development Group of ldaho, LLC
802 w. Bannock St., l2('Floor
Boiss ID 83702
[e-mail]
Copy of document to:
PeterRichaxlson
Richardson & O'Leary Law Firm
515 N. 27e Street
Boise,ID 83702
[e-mail]
To ldaho Power:
- 35-
71612009
CASE NO.ET3]E:IfI3
D. NELSoN, rDAHo wND PARrifEl;l!9
Orieinal document to:
Se,nior Vice President, Delivery
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Ema il : DMinor@idahopo wer. com
Copv of document to:
Cogeneration and Small Power Production
Idaho PowerCompany
POBoxT0
Boisq Idaho 83707
E-mail : rallphin@ idahopower.com
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
AppendixA
Appendix B
AppendixC
AppendixD
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cat ions
Fonns of Liquid Security
Wind Energy Production Forecasting
Accumulated Overpayment Amount
2t.l
ARTICLE XXVTI: SEVERABILITY
The invalidity or unenforceability of any terrr or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE EVItr: COUNTERPARTS
This Agreement may be exeeuted in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
28.1
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.ASE No.E,IIE:Ijl8
D. NELSoN, rDAHo wND PARTTfEI;I!!
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties corrceming the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof,
IN WTTNESS WHEREOF, The Parties here{o have caused this Agreement to be executed
in their respective narnes on the dates set forth below:
Idaho Power Company Camp Reed WindPark LLC
BY nJUMi_ BY
Dan B. Minor
Senior Vice President, Delivery
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CASE NO. IPC-E-1}22
D. NELSON, IDAHO WND PARTNERS, LLC
2n/2O14 Page 39
A}PENDIX A
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Srnall Power Production
P0Box70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the ldaho Power Meter
Equipment measuring the Facility's tota[ energy production, Station Usage, Inadverte,nt Energy delivered
to ldaho Power and the maximum generated energy (k'tM) us recorded on the Meter Equipment and/or any
other required enerry measurernents to adequately administer this Agreement.
- 38-
716t2009
Project Name
Address
City
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 40
Idaho Power Company
Cogeneration and Small Power Production
MONTHI,Y POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State Zip
Facility
Outout
Station
Usase
Stntion
Usase
Metered
Mrrimum Goneration
kw
Net Generation
Meter Number:
End of Month kWh Meter Reading:
Beginnlng of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
Breaker Ooenipg Reason Codes
Lack of Adequate Prime Mover
Forced Outrge of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Ceuse Uuknown
Other @xplain)
Reason
Brenker Closing Record
Date Time Meter
*
I
2
3
4
5
6
7
I hereby certify that the ebove meter readings are
true and correct as ofMldnight or the last day of the
above month and thet the switching record is accurate
and complete as requlred by the Firm Energy Sdes
Agreement to whici I am a Party.
Signature I)ate
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CASE NO. IPC-E-13-22
D. NELSON. IDAHO WND PARTNERS, LLC
2nnU4 Page 41
A-2 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutually agree to modiS this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Energy Production Repofling
Call daily by I0 a.m-, l-800:3564328 or 1-800-635-1093 and leave the following
information:
. Project Identification - Project Name and Project Numbero Current MeterReadingo Estimated Generation for the current dayo Estimated Generation forthe next day
Planned and Unplanned Proiect outages
Call l-800-345-1319 and leave the following information:
o Project ldentification - Project Name and Project Number. Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Proiect Operational Contact
Name:
TelephoneNumber:
Cell Phone:
Project On-site Contact infonnation
Telephonc Number:
- 40-
7/6t2009
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EXHIBTT 810
CASE NO. |P.E-E.13-22
D. NELSON, IDAHO WND PARTNERS, LLC
znnfi4 Page 42
APPENDD(B
FACILITY ANID POINT OF DELTVERY
PROJECT NO. 31315050
Camp Red Wind Park LLC
DESCRIPTION OF FACILTTY
22.5 MW Installed capacity wind conversion power generation facitity utilizing 14 GE Model
1500 xle wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
IOCATION OF FACILITY
Near: Hagerman, ID
Section35 -Wln, S1/2NE1/4, Nl/2SEl/4, SWI/4SE1/4 Township: 7S Range: 12E
County: Twin Falls. ID-
Section 36 - lJ-L Township: ZE_Range: 12E County: Twin Falls, ID.
Section 2 - ALL Township: 85 Range: 12E County: Twin Falls, ID.
Section 6 - Nllz Township: $.f, Range: l2E County Twin Fa[S. ID.
Description of Interconnection Location: 400 W. 5900 N. Hagerman connecting to the
Kine / Bliss 138 kV line.
Nearest Idaho Power Substation: Tuana Substation
SCTIEDIJLED FIRST ENERGY A}ID OPERATION DATE
Seller has selected Seotember 30. 2010 as the Scheduled First Enerry Date.
Sellerhas selected September 30. 2010 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and complaion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-3
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cAsE NO. IPC-E-1T22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 43
MA)(IMUM CAPACIY AMOUNT: This value will be 22.5 MW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schedule 72. This value is the
maximum energy (MW) that potentially could be delivered by the Seller's Facility to the Idaho
Power electrical system at any moment in time.
POINTOFDELTVERY
'?oint of Delivery" means, unless othenvise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power elecEical system. Schedule 72 will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no l,osses will be calculated
for this Facility. If the ldaho Power Metering is unable to measure the exact €nergy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the enerry losses (kWh) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially sd. at ZYo of the kWh energy
production recorded on tle Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transfornrer loss
specifications, conductor sizes, etc) of all of the electrical equipment between the Facility and the
Idaho Power electrical systern, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, ldaho Power detemrines that the
loss calculation does not correctly reflect the actual kWh losses attibuted to the electrical
B-5
B-6
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.ASE No.E,}flE:L:1:
D. NELSoN, rDAHo wND PARTTfF:;}1?
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERING AND TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the ldaho
Power providd equipment. Seller will arange for and make available at Seller's cost
communication circuit(s) compatible to Idaho Power's communications equipment and dedicated
to Idaho Power's use terminating at the ldaho Power facilities capable of providing Idaho Power
with continuous instantaneous information on the Facilities energy production. Idaho Power
pmvided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installatioq operation, and maintenance, including administrative cost to be reimbursd to Idaho
Power by the Seller. Payment of these costs will be in accondance with Schedule 72 md.the total
metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
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7t6t2009
EXHIBIT 810
CASE NO. IPC-E-'.t3-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 45
APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POUCY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed Profmsional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and is hereinafter referred to asand this Statement is identified as IPCo Facility No.
the "Project-"
4. Ttrat the Project, which is commonly known as the Project, is located in
Section _ Township _ Range , Boise Meridi&, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same bpe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the rwiew of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been desigred and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producrrg at or near the design electrical output efticiency and plant factor for a twenty (20)
year period.
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EXHIEIT 810
D. NELS.N,,onxo fiA,soE ftili,ffsl lftAlnfil Pagez169. That Engineer recognizes that Idaho Power, in accordance with paragaph 5.2 of the Agreenrcnf,
is retying on Engineds representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are completg fiue and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P-E. Stamp)
Date
By
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7t6nw9
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 47
APPENDD( C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
to as *Engineer," herebyhereinafter collectively referred
states and cenifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinafter referred to as the
'?rojecf'.
4. That the Project, which is commonly known as the Projecq is located in
Section _ Township _ Range , Boise Merididtr, _ County, Idaho.
5. ffusf Fngineer recognizes that the Agreement provides for the Project to fumish electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same typ€ as this Project.
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
rccords since the last previous certified inspection. It is Engineer's professional opinioq 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 operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efEciency and plant &ctor for tlre
rernaining _ years of the Agreement.
-46-
7t6t2009
EXHIBIT 810
D. NELS.N,'ooro'ffio= Jo?'lt*".E Ii3
2nA0fi Page 489. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's repreentations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are completg true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
@.E. Stamp)
Date
By
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71612009
EXHIBIT 810
CASE NO. tPc-E]t3-z2
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 49
APPENDX C
ENGINEER'S CERTIFICATTON
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
as t'Engineert',hereinafter collectively referred to
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensd Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between ldaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
and is hereinafterAgreement and this Statement, 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 Meridiao, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Bngineer has no economic relationship to the Desigrr Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has rwiewed the engineering desigrr and construction of the Project,
including the civil worh electical work, generating equipment, prime mover conveyance systern, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
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CASE NO i}8]E]TfI:
D. NELSoN, rDAHo wND PARTT.=E:;}!3
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and constmction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Prcject is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
I l. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its systenL is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
By
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71612009
EXHIBIT 810
CASE NO. IPC-E-1Y22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 51
APPENDX D
FORMS OF LTQUTD SECURTTY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisff the Delay Security, Performance Security and any other security requirements within this
Agreemeut.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
tlre obligation in the reasonable judgment of Idaho Power, provided that any guamntee and/or
letter of credit issued by any other entity with a sho(-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Seruices, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash Escrow Security - Seller shall deposit funds in an esicrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amoun(s). A single escrow account may be established for all security requireme,nts,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate arrcunts to satisfu each
security requirement within the individually identified accounts. The Seller sball be
responsible for all costs associated with establishing and 6sinf2ining the escrow account(s).
2. Guarantee or Letter of Credit Security - Seller shatl post and maintain in an amount equal to
the required security amount(s): (a) a guaranty from a pa(y that satisf,es the Credit
Requiremenrs, in a form acceptable to Idaho Power at its discretion, or (b) an inevocable
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EXHIBIT 810
D. NELS.N, 'r^r" ffiTfftiit-t5tlli3
2n12014 Page 52
Letter of Credit in a forrn acceptable to Idaho Power, in favor of ldaho Power. The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may be provided for all security requirements, however detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisff each security
requirement within the individually identified accounts. The Seller shaU be responsible for all
costs associated with establishing and maintaining the Guarante(s) or Lette(s) of Credit.
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EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 53
APPENDIX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facitity and other QF wind generation
resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater than0.L% of the total enerry payments made to Seller by Idaho Power during the
previous Contract Year.
a. For every month of this Agreement beginning with the first fulI month after the
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy Production Forecasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Energy Production Forecasting
Monthly Cost Allocations (MCA) that arenot reimbursed to ldaho Power shall
be deducted from energy payments to the Seller.
o As the value of the 0.1% cap of thc Facilities total energy payments will not
be known until the first Contract Year is completg at the end of the first
Contract Year any prior allocations that exceeded the 0. I % cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monttrly allocations
the amount due Idaho Powq will be adjusted accordingly and the "nfaid
balance will be deducted from the ensuing Contract Year's energy payments.
b. During the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments will not be known until the first Contract Year is complete,
- 52-
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EXHIBIT 810
D. NELS.N, rDAHo \ifNsDE JA?+"-fS;l ftr
2nnV4 Page 54
Idaho Power will deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b each month during the fust
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate
of windprojects having Commission approved agreements to deliver energy to
Idaho Power has been revised by an action of the Commission.
d. The monthly cost allocation will based upon the following formula :
Where: Total MtlV (TMW) is equal to the total nameplate rating of all QF wind
projects Orat are under contract to provide entrry to ldaho Power
Company.
Facilitv MW (FMTV.} is equal to the nameplate rating of this Facility as
specifred in Appendix B.
Annual lYind Energy Production tr'orecastine Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Wind Enerry
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will cornpare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next years AFCost.
Annual Cost Allocation (ACA) : AFCost X (FMVY / TMW)
And
Monthly CostAllocation (MCA) = ACLIL2
The Wind Enerry Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA will frst be nettd against any
monthly energy payments owed to the Seller. If the netting of the MCA against
- 53-
716t2009
EXHIBIT 810
D. NELS.N, r onn o ffioE Jn?lt-E-t l
"t?
2n12014 Page 55
the monthly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount within l5 days of the date of the payment invoice.
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7t6t2009
EXHIBIT 810
cAsE NO. IPC-E-',13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n2OU Page 56
APPENDD( F
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NLIMBER: 3 13i5050
CAMP REED WIND PARK
The accumulated total of:
The rnonthly Initial Year Monthly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the All
Hours Energy Price (MilUkWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Enerry Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in acc,ordance with IPUC order No . 30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpalment Amount and included in the Accumulated Overpayment Amount basod upon
the ldaho Power overall allowed rate of return in the Idaho jurisdiction" which at the time of the signing of
this agreement is 8.18 %.
This Accumulatod Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculatad annually at the end of each Contact Year.
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716n009
EXHIBIT 810
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 57
APPENDX F
TABLE OF ACCUMULATED OVERPAYMENT ENERGY RATES AS DEFINED IN THIS APPENDIX
PROJECT NUMBER: 3 1315050
CAMP REED WIND PARK
Per IPUC Order 30744 and 30738
Calendar
, Year
2010
2011
2012
2013
2014
2015
2016
20t7
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Levelized Flat Energy Prices
for a Project comhg online
in 2010
Season Season Season123
61.47
61.47
61.47
61.47
6t.47
61.47
6t.47
6t.47
61.47
6t.47
6t.47
61.47
6t.47
61.47
6t.47
6t.47
61.47
6t.47
6r.47
6t.47
61.47
102.58 84.40
102.58 84.40
102.s8 84.40
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.44
102.s8 84.40
102.s8 84.40
102.58 84.40
102.58 84.40
102.58 84.40
102.58 84.40
102.s8 84.40
102.s8 84.Q
102.58 84.40
102.58 84.40
102.58 84.40
102.58 84.40
102.58 84.40
Non Levelized Flat Energy
Prices
Season Season Season123
52.59
54.13
55.42
56.74
s8.09
59.54
60.95
62.48
63.97
65.49
67.04
68.64
70.28
71.96
73-68
75.87
78.22
80.65
83.14
85-72
87.80
86.82 7t.s5
89.56 73.65
91.84 7s.45
94.18 77.40
96.58 79.40
99.16 81.ss
101.67 83.64
104.38 85.90
107.01 88.09
109.71 90.34
tt2.48 92.6s
rts.32 95.01
118.22 97.44
t2r.2l 99.92
t24.26 t02.47
127.99 10s.57
131.82 108.77
135.78 112.07
139.86 1t5.47
144.06 118.97
r47.47 t2l.8l
Accumula ted Overpayment
Rate
Season Season Seasont23
8.88
7.33
6.04
4.73
3.38
t.92
0.52
(1.01)
(2.s0)
(4.02)
(5.58)
(7.r8)
(8.81)
(10.50)
(12.22)
(r4.40)
(16.7s)
(1e.18)
eL6n
(24.2s)
ts.76 12.85
13.02 10.75
10.74 8.9s
8.40 7.00
6.00 5.00
3.42 2.85
0.9r 0.76
(1.80) (1.s0)
(4.431 (3.6e)
(7.t3) (s.e4)
(e.eo) (8.2s)
(12.74) (10.61)
(r s.64) (13.04)
(18.63) (rs.s2)
(21.68) (r8.07)
(2s.4t) (21.17)
(2e24) Q4.37)
(33.20) (27.67)
(37.28) (31.07)
(41.48) (34.s7)
44.89) (37.4t
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EXHIBIT 810
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APPENDIXF
EXAMPLE OF ACCUMULATED OVERPAYI\{ENT CALCI.,LATION
The calculation below is for example purposes only - to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation.
Example Assumptions :
Project becomes Operational as of Jan 1,2010.
Project terminates Agreement as of July 1, 2010.
Expired Months:
EstimatedMwh
(per article 6.2.I of
the Aereement)
Accumulated
Overpayme,nt
Enerw Rate
Calculated
Overoavment
Interest applied
to expired
Months
Total Accumulated
Overpayment including
interest
8.18%
Jan-10 1s.000 r2.85 $192.7s0 $1.3r3.91 $194.064
Feb-10 20,000 12.8s $2s7,000 $r.322.87 $452,387
Mar-10 16.000 8.88 $142,080 $3,083-77 $s97,ss r
Apr-10 2r.000 8.88 $186.480 $4.073.30 $788- r 04
Mav-i0 13.000 8.88 $115.440 $s,372.24 $908,916
Jun-10 14.000 12.85 s179-900 s6. I 95.78 $1.095,012
Plus Next 12 Months:
Based on this example - if this example Project were to terminate this "levelized" agreement in July
2011. The calculated accumulated Overpayment Amount would be 53,300,692 which would be payable
to ldaho Power in addition to any other damages due ldaho Power.
Jul-10 14.000 15.76 $220.640 $1,315,652
Aus-10 1s.000 15.76 $236.400 $1,552,052
Sep-10 18.000 12.85 s231.300 $1.783.3s2
Oct-10 r3.000 12.85 $167,050 $r.950.402
Nov-10 15.000 ls.76 $236.400 $2.186.802
Dec-l0 14.000 15.76 $220,640 $2.407.442
Jan-l I r5,000 10.75 $161.2s0 $2.s68.692
Feb-ll 20.000 10.75 $21s.000 $2.783.692
Mar-l1 16,000 7.33 $117.280 s2.900.972
Apr-l1 21-000 7.33 $1s3.930 $3.054.902
Mav-[1 13.000 7.33 $9s290 $3.150.192
Jun-l 1 r4.000 r0.75 $1s0.s00 $3300.692
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71612009
EXHIBIT 81I
CASENO. IPCE-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
Article
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EXHIBIT 811
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2n12014Page 1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAIIO POWER COMPANY
AND
PAYNE'S FBRRY WIND PARK, LLC
TABLEOFCONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Enerry
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Payment
Environmenta I Attributes
Facility and Interconnection
Metering and Telemetry
Records
Operations
Indernnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Iaws and Venue
Disputes and Default
Governmmta I Authorizat ion
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
AppendixD
Appendix E
Appendix F
CASE Noixsllli"tl
D. NELSoN, rDAHowND #,lliI;;h.?
FIRM ENERGY SALES AGREEMENT
(I0 aMW or Less)
Project Name: Payne's Ferr.v Wind Park LLC
Project Number:31 315060
THIS AGREEMENT, entered into on ,fi" ged^, * f,* l'/ 2009 between
PAYNE'S FERRY WIND PARK LLC (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as'?arties" or individually as '?art5/."
WTINESSETH:
WHEREAS, Seller will desigrr, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the rnutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ART-ICLE I: DEFINITIONS
As used in this Agreernent and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Cqlgulated Net Energy A " - The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable rnonth minus the estimated Lost Energy ProductiorL and minus the
estimated Station Use associated with the Lost Energy Production.
"Commissien" - The ldaho Public Utilities Commission.
"eontract&gI" - The period commencing each calendar year on the same calendar date as the
OperationDate and ending 364 days thereafter.
"Delay Liouidated Da ges" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.
"@&riod" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
1.2
1.3
1.4
1.5
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EXHIBIT 811
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"Delav Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. [f this calculation
results in a value less than 0, the result of this calculation will be 0.
"Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
"Egqry-Short&I Erice" - The current month's Mid-Columbia Market Energy Cost minus the
curr€nt month's All Hours Energy Price specified in paragraph 7.3 of this Agreement, If this
calculation results in a value less than 15.00 Mills/Kwh the result shall be 15.00 Mills/Kwh.
"Facil!ry" - That electric generation facility described in Appendix B of this Agreement.
"First Enersv Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirerrents of Article [V and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.9
l.l0
I . I I "Forced Outase" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Enerry at
the Point of Delivery for non-economic reasons, as a result of tdaho Power or Facility: 1)
equipment failure which was 4! the result of negligence or lack of preventative maintenance or
2) unplanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative maintenance during
periods of low wind availability or 3) responding to a transmission provider curtailment order.
l.l2 "Hea'!ry_Load llggtg" - The daily hours beginning at 07:00 anq ending at l1:00 pm Mountain
Time, (16 hours) excluding all hours on all Surdays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
l.l3 '@dvertent_Eqgg" - Elccffic energy Seller does not intend to generate. Inadvertent Energy is
more particularly described in paragraph 7.5 of this Agreenrent.
l.l4 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
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CASE NO.E#8]?T:II
D. NELSoN, rDAHowND #]i'ii;;h.?
"Initial Capacity Dgtermination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
"Light [,oad Hours" - The daily hours beginning at I l: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, hborDay, Thanlogiving and Christmas.
"Ipss.es" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is deljvered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agpement.
"Lost NeJ Enerey Production" - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual generation unit's energy
production that was not delivered as Net Energy due to: 1) periods where the level of Suffrcient
Prime Mover were outside the manufacturer's acceptable opemting range for the wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence and individual
generation unit) lasts for less than 15 minutes, then no Lost Energy Production will becalculated.
Calculation ofthe amount of Lost Energy Production will be the verifiable duration (not less than
15 minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
generation uni(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have been
associated with this calculated Lost Net Energy Production. It is understood by the Parties, that a
specific generation unit's outage may indirectly impact other fully operational generation units, in
which case the forced outage calculation could extend to the other impacted generation units.
Example- if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a l00a/o gar
box failure that was not a result ofnegligence or lack of preventative maintenance (Forced
1.16
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-3-
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EXHIBIT 811
D. NELS.N, rDAHo fifNT JA?1t"".5r1
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2n12014 Page 5
Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinify of this generation unit operated at a30o/o capacity factor during this 48 hour period then
the amount of Lost Energy Production will be; 48 hours X 2.1MW X 30To = 30.24 MWh
(30,240 kwh)
"Market Enerey Reference Price" - Eighty-five percent (857o) of the Mid4olumbia Market
Enerry Cost.
"MateriglBreagh" - A Default (paragraph 19.2.1) zubject to paragraph 19.2.2.
"Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
"Mechanical Availabilif" - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any penalty associated with falling
short of the Mechanioal Availability Guarantee for eachmonth shall be determined in accordance
with paragraph 6.4.4.
"Mechaprcal Availabilitv Guam " shall be as defined in paragraph 6.4.
"MetefiagEqgip@, - All equipment specified in Schedule 72,this Agroement and any
additional equipment specffied in Appendix B required to measure, record and telemeter bi-
directional power flows between the Selley's Facility at the Seller's individual generation
Facilities and the Point of Delivery on the Idaho Power electrical system.
"Mid- Cohunbia Market Enerry Cost" * The monthly weighted avefiage of the daily on-peak and
off-peak Dow Jones Mid{olumbia Index (Dow Jones Mid4 Indor) prices for non-firm energy.
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreernents and a
commonly used index by the electricat indusbry.
"NAlqeplate C.apacih/'rThe fuIl-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
1.20
t.21
1.23
1.24
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-4-
7t6t2009
EXHIBIT 8,I.I
D. N ELS.N, r DAH, fifNT JA?+'-E-? fft
21712014 Page 6
breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or otherappropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.27 "Ne!-EsgIg" - All of the electric energJ produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to
the terms of tlris Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.28 "QperaliqgDatg" - The day comnrencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.29 "Point_qf lelivgty" - The [ocation specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 "Prudent Electrical Praoti " - Those practices, methods and equipment tlrat are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effrciently and economically.
1.31 "Scheduled Operation D#'- The date specified in Appendix B when Seller anticipates
achiwing the Operation Date. In establishing this date it is expected that the Seller reasonably
determines this date is based upon the best known information in regards to equipment
availability and construction schedules.
1.32 "Schedulg-7T - Idaho Powcr'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 this Facility into the Idaho Power electrical system as specified within
Schedule 72.
1.33 "!@" - The three periods identified in paragraph 6.2.1 of this Agreernent.
1.34 "lpecidFaeilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.
1.35 "S!a!bg_(Jse" - Eletric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
-5-
.ASE No ix5lEllill
D NELSoN, rDAHo wND t#Iffi;h.?
in the Mechanical Availability calculation, the previous period's actual Station Use will be used
as a basis.
"Sufficient Prime Mover" means wind speed that is (l) equal to or greater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less tlran the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.37 "Surplus Enetg" - All Net Energy produced by the Seller's Facility and delivered by the Facility
l.38
to the Idaho Power electical system prior to the Operation Date.
"Total Cost of the Faciliw'- The total replacernent cost of structures, equipment and
appurtcnances.
"Wind Enerey Production For@ast" - A forecast of energ;l deliveries from this Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE tr: NO RELIANCE ON IDAT{O POWER
Seller Independent lnvestigatio4 - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or expcrts including but not limited to, engineers,
attomeys or accountants, that Seller may have consulted or relied on in underhking the
transactions contemplated by this Agreement have beon solely those of Seller.
1.39
2.1
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71612009
3.1
.ASE No:I3l?l:'
D. NELSoN, IDAHo wND t#iltr";*:
ARTICLE III: WARRANTIES
No Warranty bv ldaho Power - Any review, acceptance or failure to review Seller's desryn,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifuing Facilitv Statr"rs - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 CFR 292.20I et seq. After initial qualificatioq Seller will take such
steps as may be required to maintain the Facility's Qualifying Facility status during the tenn of
this Agreement and Seller's failure to maintain Qualiffing Facility status will be a Material
Breach of this Agroement. Idaho Power reserves the right to review the Seller's Quatifuing
Facility status and associated support and compliance documents at anlime during the tenn of
this Agreenrent.
ARTICLE IV: CONDITIONS TO ACCEPTAI-{9E OF ENERGY
Prior to the First Energr Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including but not limited to, evidence of cornpliance with Subpart B, 18 CFR 292.201 et
seq. and a Qualifying Facility certificate.
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 ttre State of Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4.I,i
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance witb said permits as of the date of the Opinion Letter. The Opinion ktter
3.2
4.t
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71612009
.ASE No i}5.lEll:l;
D. NELSoN, TDAHowND #,li'fi;;h.:
will be in a form acceptable to Idaho Power and will acknowledge that the attomey
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be govemed by and shatl be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business l-aw (1991).
4.L.3 Initial Capacity Determination - Submit to Idaho Power such data as ldaho Power may
reasonably require to perform the kritial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and./or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1 .3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation rurits at this Facility is less than 10 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 Faci[ty. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation units to be installed at this Facility is less than
l0 MW, it will be deemed that the Sellerhas satisfied the Initial Capacity
Deterrnination for this Facility.
4.1.4 Nameplate Caoacitu- Submit to Idaho PowsManufacturer's and engineering
documentation that establishes the Nameplate Capacrty of each individual generation unit
that is included within the 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 ratinp for the specific generation
units-
-8-
7t6t2009
CASE NO IEXTE]IfII
D. NELSoN, rDAHo wND PARTTfFI;:I?
4.1.5 Ensineer's Certifications - Submit an executed EngineeCs Certification of Design&
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form speciflred in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the cerlificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1-7 Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Desimation -
4.1 .8. 1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1-8-2 Receive confirmation from the ldaho Power delivery business unit that the
Seller's Facility has been designated as a network resource-
4.1.9 Reserve Accounts - Demonstrate to Idaho Powet's satisfaction that the Seller has
established and funded (1) a debt service reserve aecount in a form and with a fund
holder which complies with paragraphlg.3-2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to ldaho Power. Said maintenance reserve account shall be
structured and funded as follows:
4.1.9.1 All funds will be prudently invested, in a grraranteed, insured account
and all cost of implementing and operating the maintenance reserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance rieserve account. At the End
of the term of this Agreeme,lrt, any balance remaining in thE maintenance
reserve account shalt be the property ofthe Seller.
4.1.9.2 Within 60 days after the completion of each Contract Year, the Seller
will deposit cash in the nraintenance reserve account in an amount equal
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EXHIBIT 81'l
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to, or exceeding 5% of the Facility's estimated gross income for the
ensuing Contract Year, less ar amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's option, the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable staodby letter of credit in the same amount.
4.1.9.3 The minimum amount of deposit retained in the maintenance reserve
account shall be $2,000,000. This minimum amount will be adjusted
eitherupward or downward to reflect curent replacement cost of a
complete wind turbine/generator. (i.e. tower, nacelle, generator, control
unit, associated wiring etc) This adjustment will be made at the
begrnning of each 3d contract year and the replacement value determined
by the replacenrent cost valuation methods as described within paragraph
13.2.6.c. ln the event this adjustment results in a balance in this account
exceeding l0% of the actual replacement cost of a complete wind
turbine./generator then the Seller may request a disbursement of funds as
specified in paragraph 4.l.9.6.
4.I.9.4 At the time Seller makes the deposit described in paragraph 4.1.9.2,
Seller will provide Idaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenancs expenses,
identifred by appropriate FERC maintmance account number, and the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estirnate of gross income.
4.1.9.5 If at any time it app€an that the maintenance expense for that Contract
Year will exceed 5o/o of the Facility's estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
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EXHIBIT 8,I1
D. N ELS o N,' r^, " tif"t5 J^?+t*"J-? fff
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release of funds from the maintenance reserve account in an amount
sufficient to pay the anticipated additional maintenance expenses. The
request must include docuonentation supporting the Seller's projection of
excess maintenance expense, identified by appropriate FERC
maintenance account number, and such documentation shall be
submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.L.9-6 Control of the maintenance reserve account will be maintained by Idaho
Power through the requirement of dua[ signatures on the account. The
only authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective desigrrees) and the
Treasurer of Seller (or his/trer respective designee). Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
4.1.9.7 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. This evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance r€serve firnd will be subject to the lien rights descn'bed in
paragraph 4. l. I 0 below.
4.1.9.8 If the Facility has established a maintenance reserye account in a form
and amount that meets or exceeds the maintenancc reserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptance that the financial maintenance reserve requi.rements me€t or
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EXHIBIT 811
D. NELS.N, r DAH.'ifNT JA?+'-E-.,]';ft
2nP0'14 Page 13
exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance reserve account as meeting these
requirements. If Idaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of the end of each
Contract Year the Seller provide Idaho Power documentation of the
balance within the financial rnaintenance reserve account and the
previous year's activiry within the account. Idaho Power reserves the
right to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if ldaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requirements.
4.1.10 Segurity Interests - Provide Idaho Power with acceptable security against Seller's
default under this Agreement. Acceptable security will conform to Commission
Order No. 21690 andNo. 21800 and may includg but will not be limited to (l)
title insurance, security interests in the real property associated with the Facility,
equipment, Iixtures, contracts, permits, easements, rights-of-way, land use
agreements, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arangements
consistent with the Facility's frnancing and ownership arrangefirents; or (2) the
seller may post liquid security in an amount equal to at least thirty five percent
(35%) of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Power's security interests will be superior and senior to all liens
other than the first mortgage lien and other sccurity interests permitted
in accordance wilh paragraphs 4.1.10.2- The Seller shall be
responsible for all costs reasonably incurred by ldaho Power to review
and perfect this security interest not to exceed $15,000.
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EXHIBIT 811
D. NELS.N, r DAH.,ifNT JAoriit-E5tl l.?
2n12014 Page 14
4.1.10.2 If Seller desires to incur a first mortgage lien or other security interests
that will be superior to ldaho PoweCs security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide ldaho Power with draft copies of the deeds of trust, mortgages
and other security agreements that will be used to secure such first lien.
Upon their execution Seller shall provide Idaho Power with copies of
the executed first lien documents. The executed first lien documents
shall not be assigned, amended, modified, or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Powey's prior wriften consent which consent shall not be
unreasonably withheld. In no event will the amount of any first
mortgage lien exceed $56,250,000. The total amount of all refinanced
or replaced fust liens shall not exceed the unpaid principal balance of
the first mortgage liens they replace.
4.1.10.3 Other than the first mortgage Iiens permitted hereiq or temporary
mechanic's, statutory or similar liens incurred in the ordinary course of
business in an amount not to cxceed in aggregte $50,000, Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Powerrs prior written consent,
which consent will not be unreasonably withheld. If any unpermitted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acceptable to Idaho
Power in an amount sufficient to sesure the full discharge of such
unpermitted lien or encumbrance.
4.1.10.4 During the remaining term of this Agroemont, Seller shall maintain
compliance with all requirements of tdaho Power's security interests
described above in paragaph 4.1.10 of this Agreement and
- 13-
7t6t2009
5.1
5.2
CASE No H8l?\:ll
D. NELSoN, rDAHo wND PADIIfEI;:|?
Commission Order No. 21690. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Commission Order No.
21690, and the security interests, Seller will be required by ldaho
Power to post liquid security (?erformance Security") in a form as
specified in Appendix D in an amount equal to at least thirty five
percent (3570) of the Accumulated Overpayment Amount specified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Commission Order No. 21690
and No. 21800 shall be an event ofdefault.
4.I . I I Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilld. Such written confirmation shall be
provided within a commercially reasonablc time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
ATTTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date frst written and shall continue in full force and effect for a period of trventy (20)
Contract Years Aom the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achiwed the First Enerry Date.
b) Comnission approval of this Agreement in a form acceptable to Idaho Power has
bcen received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe nranner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
- 14-
5.3
CASE NO.iI8]E]I#I
D. NELSoN, TDAHo wND PARTT.=El;ll3
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirrnation will not be unreasonably wittrheld by Idalro Power.
Seller shall cause the Facility to achieve the Operation Date on or before the Scheduled Operation
Date.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but prior to 90 days past
the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Enerry Amount as specified in paragraph 6.2.I divided by the number of days in
the current month) multiplied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 tf the Seller's Facility has not achisved the Operation Date within 90 days after the
Scheduled Operation Datg the Seller shall pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
If Seller fails to achiEve the Operation Date within ninety (90) days after the Schduled Operation
Datg such failure will be a Material Breach and Idaho Power may terminate this Agreement.
Seller shall pay Idaho Power any calculated Delay Liquidated Damages within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agreement and Idaho Power may draw funds from the Delay Security provided by the Seller in
an amount equal to the calculatcd Delay Liquidated Damages.
The Parties agree that the damages ldaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and 'hat the Delay Liquidated Damages are an appropriate
approximation of such damages.
5.4
5.5
5.6
- 15-
5.7
.ASE No.E,}SlPIrt-11
D. NELSoN, rDAHo wND PARrT..Ei;li?
Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security ("Delay Security'') in a form as described in
Appendix 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 Maximum
Capacity Amount being measured in kW.
5.7.1.1 If the Seller provides Idaho Power with certification that a generation
interconnection agreement specifuing a schedule that will qrable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (l)
been completed and the Seller has paid all required interconnection costs or (2) a
generation interconnection agrecment is substantially complete and all material
costs ofinterconnection have been identified and agreed upon and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance with paragraph 5.7.1 wilt
be reduced by ten percent (LIYA.
5.7.1.2 If the Seller has received a reduction in the calculated Delay Security as speoified
in paragraph 5.7.1.L and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.l.l is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
int€rconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.7.1 will be subject to reinstatement and will be due and owing within
5 business days from the date ldaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (l) 30 days
- 16-
716D009
6.1
6.2
after the Operation Date has been achieved
Agreement.
EXHIBIT 811
CASE NO. IPC-E-1T22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 18
or Q) 120 days after the termination of this
5.7.3 Earllr lennination Payment - At any time after the Operation Date has been achieved,
Idaho Power terminates this Agreement due to any default by the Seller, Seller will make
a termination paymenl to Idaho Power. The termination payment will include but not be
limited to the Accumulated Overpayment Amount specified in Appendix F of this
Agreement.
ARTICLE VI: PURCHASE A}.ID SALE OF NET ENERGY
Deliverv and Acceptance of Net Enere.v - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All tnadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Enerry and./or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amowt.
N# Enerev Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
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7t6t2009
EXHIBIT 81.I
CASE NO. IPC-E-13-22
D. NELSON, IDAHO W|ND PARTNERS, LLC
2nl2O14 Page 19
6.2.1 Initial YearMonthlyNet Energv Amounts:
Month
Season I
March
April
May
Season 2
July
August
November
December
June
September
October
January
February
kwh
5,837,644
5,639,662
53A0,264
3,552,365
3,682,467
4,276,414
4,909,957
4,632,782
4,101,058
4,700,661
5,107,939
4,830,764
6.3
Season 3
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Conhact Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an went of default.
Mechanical Availability Guarantee - After the Operational Date has been established, the Facility
shall achieve a minimum monthly Me.hanical Availability of 85% for the Facility for each month
during the firll term of this Agreement (the *Mechanical Availability Guarantee'). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monthly Power Production and Switching
Report, (Appendix A) the Seller shall provide and certifr the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of: (a)
Forced Outages, (b) Force Majanre events, (c) wind speeds and the impact on generation
output and (c) scheduled maintenance and Station Use inforrnation that was used to
calculate the current month's Mechanical Availability
- l8-
71612009
7.1
.ASE No.E,}s1?l:tt
D. NELSoN, rDAHo wND PARri'..E1;l!3
6.4-2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Meshanical Availability at rcasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as :
The Mechanical Availability Guarantee multiplied by the Facility's
aggregate Nameplate Capacity of all generation units at the Facility
multiplied by the hours of the month minus the current month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiplied by the Energy Shortfalt Price.
6.4.5 Any damages calculated in paragraph 6.4-4 will be offset against the current month's
energy payment. ff an unpaid balance rernains after the damages are offset against the
en6gy payment, the Facility shall pay in full the remaining balance within fifteen (15)
days of the date of the invoice.
ARTICLE Vtr: PT.JRCHASE PRICE A}TD METHOD OF PAYMENT
Heavy Load Purchase Price - For all Net Energy received during Heavy Load Hours, Idaho
Power will pay the levelized enerry price for a Facility scheduled to come on-line during
calendar year 2010, for a contract term of twenty (20) years in accordance with Commission
Order 307M, 30738 and adjusted in accordance with Commission Order 3M15 for Healy Load
Hour Energy deliveries, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
- t9-
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7.2
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2014 Page21
Season I - (73.50 yA Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kwh Mills/kWh Mills/kWh
63.6s rc6.47 87.64
Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Lnad Hour Enerry deliveries, and adjusted in accordance with Commission Order 30488
for the wind integration charge and with seasonalization factors applied:
Season I - (73.50 Yo) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kwh Mills/kwh Mills&Wh
s8.73 97.73 80.36
All Hours Enerey Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized enerry price for a Facility scheduled to come on-line
during calendar year 2010, for a contract term of twenty (20) years in accordance with
Commission Order 30'lM, 30738 and adjusted in accordance with Commission Order 30488 for
the wind integration charge and with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 yo) Season 3 - (100.00 %)
MillVkwh Mills/kwh Mills/kwh
6t.47 102.58 84.40
Surplus EnerErvPrice - For all Surplus Energy, Idaho Powershall pay to the Seller the current
month's Market Enerry Reference Price or the AIt Hours Enerry Price specified in paragraph
7.3, whichever is lower.
lnadvertent Energv -
7.5.1 Inadvertent Enerry is elechic energy produced by the Facility, expressed inkWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds
10,000 kW muLtiptied by the hours in the specific month in which the energy was
-20-
,rcnoos
7.3
7.4
7.5
?.6
EXHIBIT 811
D. NELS'N, r DAH. ffNLE JAoi+i,?-5;l fff
2nl2l'14 Page 22
delivered. (For example January contains 744 hours. 744 hours times 10,000 kW =
7,4410,000 kWh. Energy delivered in January in excess of 7,44A,000 kWh in this
example would be Inadvertent Energy.)
7.5.2 Although Seller intends to dmign and operate the Facility to generate no rnore than
l0 average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power will acc€pt Inadvertent Energy that does not orceed the Maximum Capacity
Amount but will not purehase or pay for Inadvertent Enerry.
Payment Due Date - Energy paJments, less Wind Energy Production Forecasting Monthly Cost
Allocation (MCA), will be disbursed to the Seller within 30 days of the date which Idaho Power
receives and aecepts the documentation of the monthly Mechanical Available Guarantee and the
Net Energy actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of tl're Commission.This Agreement is a speciat contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Po'wer Company v. Idaho Public Utilities Commission and $lon Energt, Inc., L07 ldaho
78L, 693 P.zd 427 (f984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122, 695 P.2d 1 261 (1985), Afion Energt, Inc, v. Idaho Power Company,l I I Idaho 925,
729 P.Zd,400 (1986), Section 210 of the Pubiic Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308
ARTICLE VIft ENVIRONMENTAL AT]RIBUTES
ldaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include but are not limited to, Green Tags, Green Certificates, Re,lrewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCS) directly associated with the
production of energy from the Seller's Facility.
7.7
8.1
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7t612009
9.1
CASE No.5I3lElL:11
D. NELSoN, rDAHo wND PARrifEl;l!?
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of theAgreement.
lnterconnectign Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with ScheduleT2,the Generation lnterconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 afi the Generation lnterconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERING AITID TELEMETRY
Meterins - ldaho Power shall, for the account of Seller, provide, insialt, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the tyrye required to measure, record and report the
Facility's Net Enerry, StationUse, Inadvertent Encrg5l and nraximum enerry deliveries (kW) at
the Point of Delivery in a manner to provide Idaho Power adequate energy measurement data to
administer this Agreement and to integrate this Facility's energy production into the Idaho Power
electrical system.
Telemetrv - Idaho Power will install, operate and maintain at Selle/s expense metering,
communications and telemetry equipmcnt which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Sellet's Net Energy and Inadvertent EnergJ produced and
delivered to the Idaho Power Point of Delivery to Idaho Powe/s Designated Dispatch Facility.
9.2
l0.l
r0.2
-22-
7t6t2009
EXHIBIT 811
D. NELS.N,,r," ff'-T J^?it"".'*?
t
.%
2nnfi4 Page 24
ARTICLEXI -RECORDS
l1.l MaintenanceofRecords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation" Net Energy, Station Use, Inadvedent Energy
and maximum generation ftW) records in a fonn and content recommended by Idaho Power.
Il.2 Inspection - Either Party, after reasonable notice to the otlrer Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Selleds Facility.
ARTICLE XTT: OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12 -2 Enere.y Acceptance -
L2.2.1 Idaho Power shall be excused from accepting and payng for Net Energy or accepting
lnadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. lf, for reasons
other than an event of Force Majeure or a Forced Outage, a temporary disconnection
under ScheduleT2 exceeds twenty (20) days, beginning with the twenty-first day of such
interruptiorL curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the internrption,
gutailment or reduction is terminated.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho PoweCs
equipment, personnel or service to its customers, Idaho Power may terrporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
_23-
7t6t2009
EXHIBIT 811
D. N E LS.N, rDAHo fifNLE lAori+t-"# ftr
2n12014 Page 25
within Schedule 72 ar take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circurnstances will the Seller deliver Net Enerry and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of tlre proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curtailm€nt - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intern:pt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time opcrations of
the electrical spterq and/or unplanned events, Idaho Power may not be able t,o provide notice to
the Seller prior to intemrptiorq curtailment, or reduction of electrical energy deliveries to ldaho
Power.
ARTICLE XItr: INDEMNIFICATION AIT{D INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affrliates, subsidiaries, parent company and errployees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnif,ing Party's construction, ownership, operation or
13.1
-24-
7t6t2009
EXHIBIT 811
D. NELS.N, r DAH. \ifNT JAoFi+t-E5;l ftr
2nPU4 Page 26
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemniffing Party shall, on the other Party's request, defard any suit
asserting a claim covered by this indemnity. The indemni&ing Party shall pay all documented
costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this
indemnity.
13.2 lNurance - During the term of this Agreement, Seller shall secure and continuously carry the
foltowing insurance coverage:
13.2.1 Comprehensive General Liability Insurance for both bodily rnjury and property damage
with limits equal to $1,000,000, each occurrencg combined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar property.
13.2.2 AllRisk Property Insurance with minimum limits not less than eighty percent (80%) of
theTotal Cost of the Facility. The Property Insurance coverage must be written on a
Replacement Cost basis and will include:
(a) Standard firepohcy
(b) Extendedcoverageendorsanent;and
(c) Vandalism and malicious mischief endorsement.
(d) The deductible for such insurance shal[ be consistent with current Insurance
Industry Utility practices for similar property.
13.2-3 Boiler and Machinery insurance with minimum limits not less than eighty percent (8070)
of the total Replacement Cost of the equipment covered in (a) below:
(a) All boiler and machinery cov€rage must be written on a "comprehensive
form" basis to provide coverage against the sudderr and accidental breakdown
of all boilers, machinery and electrical equipment, hrbines, generators, and
switchgear.
(b) Coverage under this insurance must be written on a Replacement Cost basis;
and
-2s-
71512009
EXHIBIT 811
D. N ELS oN, r DAH o \ifNsDE JAoi+t,,?--? ft';
2nl2O14 Page27
(c) The deductible for such insurance shall be consistent with cunent Insurance
Industry Utility practices for similar property.
13.2.4 Earrhquake & Flood (catastrophic perils) lnsurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with current Insurance Industry Utility practices for sirnilar property.
13.2.5 Business Interruption (Loss of Income) lnsurance withminimum daily limits not less
than twenty percent QOy") of the Facility's estimated annual income;
(a) Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril. Coverage may
be written on an actual loss sustained basis.
(b) This insurance coverage must be endorsed to both the All Risk Property
Insurance Policy and the Boiler and Machinery Insurance Policy;
(c) The deductible for suchinsurance shall be consistent with current hnurance
Industry Utility practices for similar property.
(d) The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
L3.2.6 The above insurance covef,age shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
(c) In the case of the insurance cove,rages described in sub-paragraphs 13.2.1, 13.2.2,
13.2.3, and 13.2.4 abovq the Total Cost of the Facility will include any Seller-
furnished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adusted
either upward or downward to reflect the current rcplacement cost of the Facility
-26-
71612009
13.3
13.4
CASE NO TS]E]IfII
D. NELSoN, rDAHo wND PARrifEj;l!!
or equipment. This adjustmeot will be based on either (1) an appraisal made by,
or for, the Seller's insurance company, or (2) use ofan approved "industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
Industrial Machinery & Equipment; Industrial Risk Insurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adjustment shall be made, at a minimunq every
fifth Contract Year during the term of this Agreement. A copy of these
computations and/or appraisals will be submitted to Idaho Power for Idaho
Power's review and approval.
13.2.7 Insurance Alternatives - Comprehensive General Liability Insurance as defined
in paragraph 13.2.1 will be required at all times throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the inzurance requirements specified in paragraphs 132.2,
13.2.3,13.2.4 and 13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acce,ptance of these alternate
arrangements may the Selier be allowed to forgo the insurance
requirements of paragrapbs t3.2.2, 13.2.3, 1,3.2.3 and, 1,3.2.5 of this
Agreement. Aay and all acceptable alternative arrangements must place ldaho
Power in an equal or better position in the event of the occurrence of an insurable
event.
Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall fumish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
Seller to Notifr Idaho Power of Loss of Covsaee - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller will immediately notifr Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is'27-
7rcnoo9
EXHIBIT 811
cAsE NO. IPC-E-13-22
D. NELsoN, rDAHo wNDPARTT.=83;:!!
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeurd' mears atry cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, firg flood, storms, rvars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotagg or ohanges in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expectd to avoid and by the exercise ofdue diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(1) The non-perfomring Party shall, as soon as is reasonably possible after the
ooclxrerrce of the Force Majanre, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension ofperformance shall be of no greater scope and of no longer
duration than is required by the event of Forcr Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occumence.
ARTICLE XV: LIABILITY: DEDICATION
Nothing in this Agroeinent shall be construed to create any duty to, any standard of care with
refererice to, or any liability to any person not a Party to this Agreement. No undertaking by one
r5.t
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EXHIBIT 811
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Party to the other under any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereof to the 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.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwisq the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an associatiorg trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLEXVII: WAIVER
17.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subseguent default or other matter.
ARTICLE XVIft CHOICE OF LAWS A}.ID VENI.JE
18.1 This Agrcement shall be construed and interpreted in accordance with the laws of the Strate of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Four*r Judicial District of ldaho in and for the County of Ada.
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19.1
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2naofi Page 31
ARTICLE XIX: DISPUTES AND DEFAULT
Disputes - AII disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the temrs and conditions of this Agreement, will be submitted to the
Commission for resolution.
L9.2 Notice of Default -
19.2.1 Defaults. If either Party fails to perforrr any of the terms or conditions of this
Agreement (an "event of default'), the nondefaulting Party shall cause notice in
writrng to be given to the defaulting Party, specifuing the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after serwice of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
punrue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/orpursue its legal or equitable remedies.
19.2.2 Material Bre4ches - The notice and cure provisions in paragraph L9-2.L do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expditiously as possible following occurrence of the breach.
19,3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Inzurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
L9-32
fails to comply, such failure will be a Material Breach and rnay only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated.
Debt Service Reserve Account-The Seller will establish a debt service reserve
account. Said debt service reserve account will be separate from the maintenance
reserv€ account and shall be structured as follows:
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19.3.2.2
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EXHIBIT 811
D. NELS.N, rDAHo filNlElA?+t"E-?fft
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All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and opexating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Offreer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/trer respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both ldaho Power authorized siguers or one [daho Power
authorized signer and Seller's authorized signer.
During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security interest in &e
Facility as described in paragraph 4.1.10, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter ofcredit in
an amount equal to twenty percent QA %) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000. The estirnated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts spocifiod in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph 7.3.
During the period when the Facility is security for a frst mortgage lien that
is senior to Idaho Powet's lien, funds from the debt service neserve account
will only be released to the holder of the first nprtgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
19.3.2.4
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certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make full debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserye Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5%) of the Facility's estimated gtoss Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter ofcredit in
ao amount equal to five percent (5o/o) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 Duriog the period when Idaho Power's security interest is the senior security
interest in thc Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt service reserve account, operating costs are limited
to those c,osts n@essary for the operation of the Facility such as taxes,
inzurance expenses, lease palmrents and other ordinary and necessary
operating expenses. Operating coss shall not include any disbursements
other than lease palments which would constitute a profit or retum on
investment.
19.3.2.8 After any release of funds from the debt service reserve account Seller shall
be obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
prior to Seller disbursing funds which would constitute a profit or retum on
investment. Until the debt service reserve account is fulty restored, Seller
will, within sixty (60) days of the completion of each Contract Year,
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D. NELSoN, rDAHo wND PARTTfFI;I!?
provide Idaho Power with a report prepared by Seller's outside accountants
showing that Seller has not breached its obligations under this paragraph
19.3.2.
19.3.2.9If the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account requirements
as defined below for compliance with other parties having a financial interest
in this Facility, the Seller shall provide ldaho Power with documentation of
those requirements and upon Idaho Power's acceptance that the financial debt
service reserve requirements meot or exceed the requirements within this
Agreement, Idaho Power will accept this financial debt service reserve account
as meeting these requirements. If Idaho Power acc€pts this finaneial debt
service reserye account it will be required that within 60 days of the end of
each Contract Year the Seller provide Idaho Power documentation of the
balance within the financial debt service reserve account and the previous
year's activity within the account- Idaho Power reseryes the right to require
the Seller to provide a Debt Service Reserve Account as specified below at
any time during the term of this Agreement if ldaho Power determines that the
Seller's financial debt resenre accowrt no longer m€ets or exceeds these
requirements.
19.3-2.10 Any breach of paragraph 19.3.2 by Seller will constitute a Material
Breach of this Agreement.
19.3-3 Epgineer's Certifications - Every three (3) years after the Operation Datg Seller will
suppty Idaho Power with a Certification of Ongoing Opemtions and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
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19-3.4 Licenses and Permits - During the full temr of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any now or
additional perrnits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may onlv be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERN .MENTAL AUTIIORZATION
2A.l This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
2l.l This Agreement shall become finally effective upon the Commission's approval of all terun and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTTCLE XXTI: SUCCESSORS A}TD ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit ofthe respective successors and assigns ofthe Parties hereto, except that no assignment
hereof by either Party shall become effective without the written cons€nt of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
arly pany which Idaho Power may consolidatg or into which it may merge, or to which it rnay
convey or transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights,
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23.1
cAsE No iIslE:lill
D. NELSoN, TDAHowND PARrifEl;li:
obligations and interests under this Agreement. This article shall not prevent a financing entity
with roorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXItr: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental charges which, if failed
to be paid when dug could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEXXV: NOTICES
All written notices under this Agreernent shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller:Contract Manager
do Exerry Development Group of Idaho, LLC
802 W. Bannock SL, 120 Floor
Boisq D 83702
info@exergydevelopmentgroup. com
Copv of dgcument to:
Peter Richardson
Richardson & O'I-ary law Firm
515 N. 27ft Street
BoissD* 83702
[e-mail]
24.1
25.1
To ldaho Power:
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.ASE No iISl?I:Ll
D. NELSoN, rDAHo wND PARrTr.Ei;l!9
Orisinal document to:
Senior Vice President, Delivery
Idaho Power Company
POBoxT0
Boise,Idaho 83707
Email : [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
E-mail: [e-mail]
ARTICLE )O(VI: ADDITIONAL TERMS AND CONDITTONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
AppendirD
Appendix E
Atrpendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Wind Enerry Production Forecasting
Accumulated Overpayment Amount
ARTTCLE XXVTI: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVItr: COIJNTERPARTS
28J This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
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ARTICLE XXD(: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of ttre Parties concerning the subject rnatter
hereof and supersedes all prior or contemporane,ous oral or written agreements between the
Parties conceming the subject matter hereof.
IN WTINESS WHEREOF, The Parties hereto have caused this Agreement to be orecuted
in their respective names on the dates set forth below:
Idaho Power Company Payne's Ferrv WindPark LLC
Bv
^{bttF
Bv
DanMinor
Senior Vice President, Delivery
*r"U
"Idaho Power"
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EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
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APPENDD( A
A _1 MONTHLY POWER PRODUCTION AI{D SWITCHING REPORT
At the end of each month the followingrquired 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 reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Uoge, Inadvertent Eaerry delivered
to Idaho Power and the maximurn generated enerry (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnfl4 Page 40
Idaho Porver Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING RSPORT
Month Year
Project Number:
Phone Number:
State zlp
tr'acility
Output
Station
Usage
Station
Usaqe
Metered
Marlmum Gcncralion
kw
Net Generation
Meter Number:
End ofMonth kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kl{h for the Month:
Metered Demand:
Breaker OpeuingRecord
Date Time Meter ,Reamn
Breaker Closing Record
Date Time Meter
*
I
2
3
1
5
6
7
Breaker Ooenin(Beason Codes
Lack of Adequate Prime Mover
Forced Outege of Facility
Disturbance of IPCo System
Scheduled Meintenancc
Tesfing of Protection Systems
Cause Unknown
Other @xplein)
I hereby certify that the above meter readings are
true and correct as of Midnlght on the last day of the
above month and that the switching record is accurate
and complete ar required by the firm Energy Seles
Agreement to which I am a Party.
Signature Date
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D. NELS.N, rDAHo,ifNT JA?+t-?^? fft
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A-2 ROUTIM REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Enerqv Production Reporting
Call daily by 10 a.m., l-800-3564328 or i-800-635-1093 and leave the following
information:
. Project ldentification - Project Name and Project Numberr Current MeterReading
o Estimated Generation for the current dayr Estimated Generation for the next day
Planncd and Unplannod Project outaees
Call l-800-3J5-1319 and leave the following information:
o Project ldentification - Project Name and Project Number. Approximate time outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Proj ect Ooerational Contact
Name:
Telephone Number:
Cell Phone:
Proj ect On-site Contact information
Telephone Number:
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EXHIBIT 811
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D. NELSON, IDAHO WND PARTNERS, LLC
2nnfi4 Page 42
APPENDD(B
FACILTTY AND POTNT OFDELTVERY
PROIECT NO. 31315060
Pame's Ferr.v Wind Parlc LLC
DESCRIPTION OF FACILITY
21.0 MW Installed capacity wind conversion power generation facility utilizing 14 GE Model
1500 xle wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
LOCATION OF FACILITY
Near: Hagermaq ID
Section 35 -Wll2, S1/2N81/4, N1/2SEI/4, SWI/4SE1/4 Township: 7S Range: l2E
Corurty: Twin Falls, ID.
Section 36 - ALL Township: 7S Range: 12E County: Twin Falls, ID.
Section 2- A'LL Township: 83 Range: 12E County: Twin Falls, ID.
Section 6-N1/2 Township: 8S Range l2E County: TwinFalls, ID.
Description of Interconnection Location: 400 W. 5900 N. Hagerman connecting to the
Kine / Bliss 138 kV line.
Nearest Idaho Power Substation: Tuana Substation
SCIIEDT'LED FIRST ENERGY AND OPERATION DATE
Seller has selected Seotember 30. 2010 as the Scheduled First Energ5l Date.
Seller has selected September 30. 2010 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facitity and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
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D. NELSON, IDAHO WND PARTNERS, LLC
2nl2014 Page 43
MAXMUM CAPACIry AMOUNT: This value will be 21.0 MW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schdule 72. This value is the
maximum enerry (MW) that potentially could be delivered by the Seller's Facility to the Idaho
Power electrical system at any moment in time.
POINTOF DELIVERY
'?oint of Delivery''means, unless otherwise agreed by both Parties, the point of where the Sellen
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreement.
8-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact enerry deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the erract energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the energy losses (kWh) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially set at zyo of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transfonner loss
specifications, conductor sizes, etc) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation fomrula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power detemnines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
B-5
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D. NELS.N, r DAH. \ifNsDE JA.R+"-E-? if8
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equipment between the Facility and the Idaho Power electrical systenL Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING A}ID TELEMETRY
Schedule 72will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly enerry deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and al[ costs associated with the equipment, design and installation of the ldaho
Power provided equipment. Seller will anange for and make available at Sellet's cost
communication circuit(s) compatible to ldaho Power's communications equipment and dedicated
to Idaho Power's use terminating at the Idaho Power facilities capable of providing Idaho Power
with continuous instantaneous information on the Facilities enerry production. Idaho Power
provided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to ldaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
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EXHIBIT 811
CASE NO. IPC-E-1*22
D. NELSON, IDAHO WIND PARTNERS, LLC
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APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as
hereby states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engioeer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Selleq dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and is hereinafter referred to as
the "Project."
4. That the Project, which is cornmonly known as the Project, is located in
Township _ Range Boise Meridiffi, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same qroe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer bas reviewed and/or supervised the review of the Poliry for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will re.sutt in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreerncnt,
is relying on Engineeds reprcsentations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accr:rate to the best of his
knowlodge and therefore sets his hand and seal below.
(P.E Stamp)
Date
By
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CASE NO. IPC-E-13-22
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A}PENDD(C \
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
to as "Engineer," herebyhereinafter collectively referred
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho,
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this StatEment is identified as IPCo Facility No.
*Project".
and hereinafter referred to as the
4. That the Project, which is commonly known as the Project, is located in
Section _Township_Range , Boise Meridi&, _County, Idaho.
5. That Engine er recognizes that the Agreernent provides for the Project to fumish electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the desigr, construction and operation of electric
power plants of the same t1pe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Projecl
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinior; 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 operating condition; and that if adherence to said O&M Poliry continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remainiug_ years of the Agreement.
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D. NELS.N,'"oro ffi*T |^?l'*E-Iil ift
2nDU4 Page 48
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above stateme,nts are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
@.E. Stamp)
Date
By
-47-
7rcn009
EXHIBIT 81 1
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WIND PARTNERS, LLC
2n12014 Page 49
APPENDD( C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
as "Engineer",hereinafter collectively referred to
hereby states and certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
l.
2.
between Idalrc Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project,which is the subject of the
and is hereinafterAgreement and this Statement, 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 Meridian, _ County, ldaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical
energy to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the d6sigll, construction and operation of
electric power plants of the same qrye as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and spocifications independently.
8. That Engineer has reviewed the engineering desigp and construction of the Project,
including the civil worh electrical worlg generating equipment, prime mover conveyance systern, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
- 48-
7t6t2009
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n12014 Page 50
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the desrgn and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
temrs of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
ll.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its systenq is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best ofhis knowledge and therefore sets his hand and seal below.
By
@.E. Stamp)
Date
- 49-
71612009
EXHIBIT 81 1
oASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nl2o14 Page 51
APPENDD( D
FORMS OF LTQUID SECURTTY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those tenns are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisS the Delay Security, Performance Security and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term *Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the tenn of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-tern or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. Cash Escrow Security - Seller shall deposit funds in an escr)w account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirernents must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisff each
seourity requirement within the individually identified accounts. The Seller shall be
responsible for all costs associated with establishing and maintaining the escrow account(s).
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the required security amount(s): (a) a guaranty fiom a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irrevocable
- 50-
7t6t2009
EXHIBIT 81 1
D. NE LS'N, r DAH o,ifNs5 |Aoc+tr"J;: ff3
2nnV1 Page 52
Letter of Credit in a form acceptable to ldaho Power, in favor of Idaho Power. The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may be provided for all security requirements, however detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisfr each security
requirement within the individually identified accounts. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Irtter(s) of Credit.
- 5l-
71612009
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2n120'14 Page 53
APPENDD( E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the enerry production from this Facility and other QF wind generation
resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater than 0.1% of the total energy payments made to Selter by Idaho Power during the
previous Conkact Year.
a. For every month of this Agreement beginning with the first fulI month after the
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy Production Forwasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Energy Production Forecasting
Monthly Cost Allocations (MCA) that are not reimbursed to Idaho Power shall
be deducted from enerry payrnents to the Seller.
o As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the first Contract Year is completg at the end of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's enerry payments.
b. During the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payrnents will not be known until the first Contract Year is complete,
- 52-
716n009
EXHIBIT 811
D. NELS.N, rDAHo fifNsDE JAoi+t-E-? ttr
21EOU Page 54
Idaho Power will deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b each month during the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
The cost allocation formula described below will be reviewed and revised if
neccssary on the last day of any month in which the cumulative MW nameplate
of wind projects having Commission approved agreements to deliver enerry to
Idaho Power has been revised by an action of the Comnrission.
d. The monthly cost allocation will based upon the following formula :
Where: Total MTtr (TMW) is equal to the total nameplate rating of all QF wind
projecs that are under contract to provide enerry to Idaho Power
Company.
Facilitv MW (f,'MW) is equal to the nameplate rating of this Facility as
specifiedinAppendix B.
Annual Wind Energv Production Forecastins Cost (AX'Cost) is equal
to tlre total arurual cost Idaho Power incurs to provide Wind Enerry
Production For€casting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next years AFCost.
Annual Cost Allocation (ACA) : AFCost X GMVY / TMW)
And
Monthly CostAllocatiou (MCA) = ACLI 12
The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA will first be netted against any
montbly energy payments owed to the Seller. If the neuing of the MCA against
- 53_
716t2009
EXHIBIT 81'l
D. NELSoN,,o ro ffi*T SftittE5il tff
znnlA Page 55
the monttrly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount within 15 days of the date of the payment invoice.
EXHIBIT 811
CASE NO. IPC-E-13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nPU4 Page 56
APPENDIXF
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NUMBER: 313 15060
PAYNE'S FERRY WIND PARK
The accumulated total of
The monthly Initial Year Monttrly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the AII
Hours Enerry Price (MilUkWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Enerry Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7-3 and Non Levelized
rates are in accordance with IPUC order No. 30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpaym€nt Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 8.18 %.
This Accumulated Overpayment Amount will be initially calculated prior to the First Enerry Date and
then recalculated annually at the e,nd of each Contract Year.
- 55-
71612009
EXHIBIT 811
CASE NO. IPC-E 13-22
D. NELSON, IDAHO WND PARTNERS, LLC
2nnU4 Page 57
APPENDX F
TABLE OF ACCUMTILATED OVERPAYMENT ENERGY RATES AS DEFINED IN THIS APPENDD(
PROJECT NUMBER: 31 31s060
PAYNE'S FERRY WIND PARK
PeTIPUC Orde 30744 and 3071,8
Calendar. Year
2010
201 l
20t2
20t3
2014
20ts
20r6
20t7
2018
2019
2020
2021
2022
2023
2424
2025
2026
2027
2028
2029
2030
Levelized Flat Enerry Prices
for a Project coming online
h 2010
Season Season Season123
61..47
6t.47
61.47
61.47
6t.47
61.47
61.47
6t.47
61.47
6r.47
6r.47
61.47
61.47
61.47
61.47
6t.47
61.47
61.47
6t.47
6r.47
61.47
102.58 84.40
102.58 84.40
102.58 84.44
102.s8 84.44
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.N
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.40
102.58 84.40
102.s8 84.40
102.s8 84.40
102.58 84.40
102.s8 84.40
102.58 84.40
102.58 84.40
102.58 84.40
102.s8 84.40
Non Levelized Flat Energy
Prices
Season Season Season
123
s2.s9
54.13
55.42
56.74
58.09
s9.54
60.95
62.48
63.97
6s.49
67_04
68.64
70.28
71.96
73.68
75.87
78.22
80.6s
83.14
85.72
87.80
86.82 7t.ss
89.56 73.65
9t.84 75.45
94.18 77.40
96.58 79.44
99.16 81.s5
101.67 83.64
104.38 85.90
107.01 88.09
109.71 90.34
112.48 92.65
115.32 95.01
t18.22 97.44
t2t.2t 99.92
124.26 1.02.47
127.99 105.57
131.82 108.77
135.78 112.07
139.86 115.47
t4/.-06 118.97
147.47 121.81
Season Season Season123
Accumulated Overpayment
Rate
.41
8.88 15.76 12.8s
7.33 13.02 r0.7s
6.04 10.74 8.95
4.73 8.40 7.00
3.38 6.00 s.00
1.92 3.42 2.85
052 0.91 0.76
(1.01) (1.80) (l.so)
(2.50) (4.43) (3.6e)
(4.02) (7.13) (s.e4)
(5.s8) (e.eo) (8.25)
(7.r8) (12.74) (10.61)
(8.81) (1s.64) (13.04)
(10.50) (18.63) (15.52)
(12.22',) Q1.68) (18.07)
(14.40) QsAt) (2t.t7)
(r6.7s) (2e.24) (24.37)
(le.r8) (33.20) Q7.67)
(21.67) (37.28) (31.07)
Q4.2s) (41.48) (34.s7)
EXHIBIT 811
D. NELS.N, r on,o ffioE Jnodli,""-=,J
".t
2nl2l14 Page 58
APPENDD( F
EXA}{PLE OF ACCUMULATED OVERPAYMENT CALCULATION
The calculation below is for example purposes only - to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation-
Example Assumptions :
Project becomes Operational as of Jan 1, 2010.
Project terminates Agreement as of July l, 2010.
Expired Months:
Estimated Mwh
(per article 6-2-l of
the Asreement)
Accumulated
Overpayment
Energy Rate
Calculated
Ovemavment
Interest applied
to expired
Months
Total Accumulated
Overpaynent including
interest
8.r8%
Jan-10 1s.000 12.85 $r92,7s0 $1,313.91 $i94.064
Feb-I0 20,000 12.85 $257.000 $1,322.87 $452,387
Mar-I0 16.000 8.88 $142,080 $3.083.77 $597.ss1
Aor-10 21.000 8.88 $186.480 s4-073.30 $788.104
Mav-l0 13.000 8.88 $11s.440 ss.372.24 $908,916
Jun-10 14.000 12.8s $r79.900 $6.19s.78 $1.09s.012
Plus Next 12 Months:
Based on this example ' if this example Project were to terminate this "levelized" agreement in July
2011. The calculated accumulated Overpayment Amount would be 53,300.592 which would be payable
to ldaho Power in addition to any other damages due ldaho Power.
- 57-
Jul-I0 r4.000 ts.76 $220.640 $1.315.652
Aue-I0 1s.000 15.76 $236,400 $1.552.0s2
Seo-10 18.000 t2.85 s231.300 $1.783,3s2
Oct-10 13.000 t2.8s $167.0s0 sr.950.402
Nov-10 15.000 15.76 $236.400 $2.186.802
Dec-I0 14-000 15.76 $220.640 $2.407-442
Jan-l I 15.000 10.75 s161.250 $2.s68.692
Feb-l1 20.000 to-75 $21s.000 $2.783,692
Mar-11 r6.000 7.33 $117.280 $2.900.972
Aor-ll 21.000 7.33 $rs3.930 s3.0s4.902
Mav-ll 13.000 7.33 $9s.290 s3.ls0-192
Jun-l I 14.000 10.75 $150.s00 $3300.692
71612009
EXHIBIT 901
CASE NO. IPCE-13.22
D. NELSON, MEADOW CREEK PROJECT
COMPANY LLC
Meadow Creek Project Company LIC--lWtPoitt
AIVIEhIDU) AI\D RESIAIU) BOWM.PUR(HASE AGRM,IE{T
BETWEEN
MEADOW CREEKPROJECT COMPANY LLC
AI.ID
PACIFICORP
Rdatingto North Point hoject an &) MIV Wind T[rbine C.eneation kojed
a non-fueled, orrystom, Intermittent Resource with Mechanical Availability Cruarmtee,
Idaho Qualifying Facihty
(') ExHrBrr eol
CASE NO. Pe-E-1?-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2O11Page1
Meadow Creek Project Company LIC-NorthPoint
TableofConturt
SECTTON 1. DEFIMTTONS ............. .......................2
SECTION 2. TERM; COMMERCIAL OPERATION DATE ........................9
SECTION 3. REPRESENTATIONS AND WARRANTIES ............ ........... 13
SECTION 4. DELTVERY OF POWER; AVAILABILITY GUARANTY..................... 15
SECTION 5. PURCHASE PRICES .....I8
SECTION 6. OPERATION AND CONTROL .......20
SECTION 7. MOTME FORCE..... ......23
SECTION 8. GENERATION FORECASTING COSTS...... .....24
SECTION 9. METERING: REPORTS AND RECORDS.......... ..................24
SECTION 10. BILLINGS. COMPI..NATIONS AND PAYMENTS.............................26
SECTION 11. SECURITY .................27
SBCTION 12. DEFAULTS AND REMEDIES .......................28
SECTION 13. INDEMMFICATION: LIABILITY ................30
SECTTON 14. rNSURANC8................ .................31
SECTTON ls. FORCE MAJEURE .......................32
SECTION 16. SEVERAL OBLIGATIONS........... ..................33
SECTION 17. CHOICE OF LAW .....33
SECTION 18. PARTIAL INVALIDITY............. ....................33
SECTTON 19. WATVER ....................33
SECTION 20. GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS .....34
SECTION 21. SUCCESSORS AND ASSIGNS. ......,...........,..34
SECTION 22. ENTIRE AGREEMENT ................35
SECTTON 23. NOTICES.. ..................35
(D ExHrBrr eoj
CASE NO. IPC-E-1T22
D, NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 2
Meadow Creek Project Company IJ-C-NudrPoint
AIVIU\DED AIID RESTATED ROTIIER, PURCEASE AGREEIVIMIT
TIIIS AMENDED AIID RESTATED POWER PURCI{ASE AGREEMENT, relating to NORTI{
POINT, a1 80 IvtW wind hxbine project, eirtered into this {nduy of January, 2012, is
betwee,lr Meadow Creek Project Company LLC, a Delawre limited liability mmpany (the
'SeIIer') and PacifiCorp, an Oregon corporation acting in is mershalt finction capacity
(?acifiCorp'). Seller and PacifiCorp are refsred to collectively as the "Parties" and
individually as a "Parff'.
RECITAIS
A Cde Cteek Win{ LIC (CC!l,") ad PacifiCorrp entered into ftat certain Power
Pnrchase Agreerrent dated as of Decenrber 14,2011(the 'Original PPA'), pursuant to v,rhich CCW
has been granted the righ to assign the Original PPA to an affilide ofRidgeline Enagr, Ll,C.
B. CCW has electod to er(ercise its riglrt to assign the Origtnal PPA to Seller, an afEiiate
of Ridgeline Eneqgr, Ll,C, md pursuart to the terms of the Original PPA" effective rpon such
assigrnnent, the Original PPA is to be mrended and restat€d on the ternrs sd fo,rtrr in this Agreement
C. Seller inteods to construct, own, operate mrd maintain a wind frcility, including
Seller's IntErcomection Facilities, for the generation of electric power located in Idaho, with an
expecled Facility Capacity Rding of 80 megawata as futrrer dessibed in Exhibit A and Exhibit B
("Facilit/).
D. Seller has secur,ed dghts to deliver outprd from its Facility to PacifiCorp across the
intoconnection and other facilities as furths describd inAddenduml.
E Seller intends to operate the Facility as a Qualifying Facility, as suctr term is
defined in Section i.59 below, md to sell Net Ot&lt to PacifiCorp in ldaho.
F. Seller estimales that the average annual Net OII$S to be delivered by the Facility to
PacifiCorp is 238,483,850 kilowatt hours ftWh) ('Average Amual Net OuQuf ) p:rsuant to the
Initial Yeu Enory Delivery Sctredule in Sec{ion 4.3.1, wtdch anotu:t of eneqgr PacifiCorp will
include in its resource planning.
G. Seller intends to sell and Pacififtrp interds to purchase all the Net Outprt from fte
Facility in acoordance witlt tre terms and corditions ofthis Agreement
tt PacifiC-orp ifiterds to designate Seller's Facility as a Network Resource for the
purposes of sawing Network Load.
L This Agreenent is a'Trlew QF Curtnacf'urder the PacifiCorp Inter-Jr:risdictional
Cost Allocation Revised Protocol.
J. Seller has authorized Transmission Provider to release generation data to
PacifiCorp. If yes, the authorization is attached as Exhibit II.
NOYW, TIIEREFORE,trePrtiesmuhrallyagreeto anendardrestaedtreOdginal PPAto
rcad in ib effin*y as follows:
EXHIBIT 901
oASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2O14 Page 3
SECTION 1.
Meadow Creek Project Company lJ.C--NorthPotut
DEFINITIONS
When used in this Agreement tlre following terms shall have the following meanings:
1.1 "As.built Supplemenf' shall !s a supplernelrt to Exhibit A p,rovided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
12 "Availabilit5/" means, for any Billing Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the turbine-minutes in which each of the Wind
Turbines at the Facility was available to generate at the Maximum Facility Delivery Rate
during the Billing Period over (y) the product of the number of Wind Turbines that comprise
the Facility Capacity Rating as of Commercial Operation multiplied by the number of
minutes in such Billing Period. A Wind Turbine shall be deemed not available to operate
during minutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in
"run" status and faulted; or (c) otherwise not operational or capable of delivering at the
Maximum Facility Delivery Rate to the Point of Delivery; unless if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extent not caused by Seller's actions, a curtaihnent in
accordance with Section 6.3 or (iii) insufficient wind (including the normal amount of time
required by the generating equipment to resume operations following a period when wind
speed is below the Cut-In Wind Speed).
13 "Billing Period" means the time period between PacifiCorp's reading of its
power purchase meter at the Facility, which for this Agreement shall coincide with calendar
months.
1.4 "CAMI!" means the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator, or any state or federal entity given jurisdiction
over a program involving Green Tags or any attribute thereof.
15 "Commercial Operation" means that not less than the90Yo of the expected
Facility Capacity Rating is fully operational and reliable and the Facility is fully
interconnected, fully integrated, and synchronized with the System, all of which shall be
Seller's responsibility to receive or obtain, and which occurs when all of the following
events (i) have occurred, and (ii) remain simultaneously tnre and accurate as of the date and
moment on which Seller gives PacifiCorp notice that Commercial Operation has occurred:
1.5.1 PacifrCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacity Rating of the Facility at the
anticipated time of Commercial Operation and (b) stating that the Facility is able to gene,rate
electic power reliably in amounts rcquired by this Agreerrent and in accorrdance with all other terrns
and conditions of this Agreement.
1,.5.2 Start-Up Testing of the Facility has been completed in accordance
with Exhibit E.
1.5.3 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attorney in good standing in Idaho, or a letter from
Transmission Provider, stating that, in accordance with the Generation Interconnection
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014Page 4
Meadow Creek Project Company Ll,C-North Poirt
Agreement, all required interconnection facilities have been constructed, all required
interconnection tests have been completed and the Facility is physically interconnected with
the System in conformance with the Generation Interconnection Agreement and able to
deliver energy consistent with the tenns of this Agreement, and the Facility is fully
integrated and synchronized with the System.
1.5.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in Idaho, stating that Seller
has obtained all Required Facility Documents and, if requested by PacifiCorp in writing,
Seller shall have provided copies of any or all such requested Required Facility Documents.
1.5.5 Seller has complied with the security requirements of Section I l.
1.5.6 Network Resource Desiqnation and Transmission Service Request,
(i) PacifrCorp has received confirmation from the Transmission Provider that the Facility has
been designated as aNetwork Resource and (ii) PacifiCorp has received confimration from the
Transmission Provider that the transmission service request has been granted in sufficient
capacity to meet or exceed the Maximum Facility Delivery Rate and the Seller haspaidall
costs associated with any requiremenb of the tansmission seivice request
16 "Commercial Operation Date" means the date, as designated by PacffiCorp
pursuant to Section 2.4,the Facility first achieves Commercial Operation.
1.7 "Commission" means the Idaho Public Utilities Commission.
1.8 "Conforming Energy" means all Net Energy except Non-Conforming
Energy.
1.9 "Conforming Enerry Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commensing at 00:00
hours Pacific Prevailing Time ("PPT") on January 1 and endingot24:00 hours PPT on
December 31; provided, however, that the first Contract Year shall commence on the
Scheduled Commercial Operation Date and end on the next succeeding December 31, and
the last Contract Year shall end on the Expiration Date, ,nless earlier terminated as provided
herein.
l.l1 "Cut-in Wind Speed" means the wind speed at which a stationary wind
turbine begins producing Net Energy, as specified by the turbine manufacturer and set forth
in Exhibit A.
l.l2 "Default Security" shall have ffos 6saning set forth in Section 11.2 of this
Agreement.
1.13 "Delay Liquidated Damages", "Delay Daily Minimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set forth in Section 2.5 of this
Agreement.
EXHtBtT 90'l
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2011 Page 5
Meadow Creek Project Company U,C--|,{oth Point
l.l4 "Delay Period Commencement Date" means October 1,2013.
I . 15 "Delay Security" shall have the meaning set forth in Section I 1 .1 . 1 of this
Agreement.
l.16 "Effective Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
l.l7 "Energy Delivery Schedule" shall have the meaning set forth in Section 4.3
of this Agreement.
1.18 "Enyironmental Attributes" means any and all claims, credits, emissions
reductions, offsets, and allowances, howsoever entitled, associated with the generation of
Output from the Facility or the avoidance of the emission of any gas, chemical, or other
substance to the air, soil orwater, that is capable ofbeing measured, verified, or calculated.
Environmental Atfributes include but are not limited to: (l) any avoided emissions of pollutants to the
ar, soil, or water zuch as (subject to the foregoing) sulf,r oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO), and other pollutants; (2) any avoided emissions of carbon dioxide
(C02), methane (CH4), and other greenhouse gases (GHGs) that have been determined by the
United Nations Intergovemmental Panel on Climate Change to confiibute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atuosphere; and, (3) all
WREGIS Certificates. Environmental Attributes do not include (i) Production Tax Credits or
certain othertax incentives existing now or in the future associated with the constnrction,
ownership or operation of the Facility, or (ii) adverse wildlife or environmental impacts.
1.19 "Environmental Contamination" means the introduction or presence of
Hazardous Materials at such levels, quantities or location, or of such fonn or character, as to
constitute a violation of federal, state or local laws or regulations, and present a material risk under
fedexzl, state or local laws and rpgulations that the Prerrises will not be available or usable for the
purposes contemplated by this Agreement.
120 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
I.2l "Facilit/'is defined in Recital A of this Agreement.
I.22 "Facility Capacity Rating" means the sum of the Nameplate Capacity
Ratings for all Wind Turbine generators comprising the Facility.
1.23 "Force Majeure" has the meaning set forth in Section 15.1.
1.24 "Forced Outage" means an outage that requires removal of one or more
Wind Turbines from service, another outage state or a reserve shutdown state before the end
of the next weekend. Maintenance Outages and Planned Outages are not Forced Outages.
1.25 "Generation Interconnection Agreement" means the generation
interconnection agreement entered into separately between Seller and Transmission Provider,
as applicable, specifring the Point of Delivery and providing for the construction and
operation of the Interconnection Facilities.
EXHIBIT 901
CASE NO. IPC.E-1T22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2014 Page 6
Meadow Creek Project Company LIC--North Point
1.26 "Green Tags" means (a) the Environmental Attributes associated with all
Output, together with (b) the Green Tag Reporting Rights associated with such energy and
Environmental Attributes, however commercially transferred or traded under any or other
product names, such as "Renewable Energy Credits," "Green-e Certified," or otherwise. One
Green Tag represents the Environmental Attributes made available by the generation of one
MWh of energy from the Facility.
1.27 "Green Tag Reporting Rights" means the exclusive right of a purchaser of
Environmental Attributes to report ownership of Environmental Attributes in compliance
with federal or state law, if applicable, and to federal or state agencies or other parties at such
purchaser's discretion, and include reporting under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or future domestic, intemational, or foreign emissions trading
program or renewable portfolio standard.
1.28 "Governmental Authority" means any supranational, federal, state or other
political subdivision thereof, having jurisdiction over Seller, PacifiCorp or this Agreement,
including any municipality, township or coungr, and any entity or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government,
including any corporation or other entity owned or controlled by any of the foregoing.
1.29 "Hazardous Materials" means any waste or other substance that is listed,
defined, designated or classified as or determined to be hazardous under or pursuant to any
environmental law or regulation.
1.30 "Inadvertent Energ/'means eneryy delivered to the Point of Delivery at a rate
exceeding the Maximum Facility Delivery Rate on an hour-averaged basis. Inadvertent
Energy is not included in Net Energy.
131 "Index Price'', for each day, shall mean the weighted avemge ofthe average Peak and
Off-Peak firm energy market prices, as published inthe Intercontinental Exchange (ICE)
Day Ahead Power Price Report for the Palo Ve,rde Hub for such day. For Sunday and NERC
holidays, the 24-HourlndexPrice shallbeuse( rmless ICE shallpublishaFirm On-Peakand Firm
OFPeak Price for such days for Palo Verdg in which event such indices shall be utilized for such
days. Ifthe ICE index or any replacerrent of that index ceases to be published during the term of this
Agreement, PacifiCorp shall select as a replacement a substantially equivalent index that,
after any appropriate or necessary adjustuents, provides the most reasonable substitute for
the index in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller
shall not unreasonably withhold, condition or delay.
132 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.1.
133 "Interconnection Facilities" means all the frcilities and ancillary equipmentusedto
interconnect the Facility to the System, as defined in the Generation Interconnection
Agreement.
1.34 'ol,etter of Credit" means an irrevocable standby letter of credit in a fomr
reasonably acceptable to PacifiCorp, naming PacifiCorp as the party entitled to demand
payment and present draw requests thereunder. Such letter of credit shall be provided by an
5
EXHIBIT 901
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,20'14 Page 7
Meadow Creek Project Company LLC-NothPoittt
institution that is aUnited States office ofa commercialbankortnrstcompany organizedrmderfte
laws of the United States of America or a political subdivision thereot, with a credit rating on its
long-term senior unsecurEd debt of at least "A ' from Standard & Poor's and "A?" from Moody's
Investor Senrices, and (unless otlrerurise ageed) having assets of at least $10,000,000,000 (net of
reserves).
1.35 "Licensed hofessional Engineer" means a person acceptable to PacifiC-orp in its
reasonable judgment who is licensed to practice engineering in the state of ldaho, who has
taining and experie,nce inthe engineering disciplin{s) relevantto thematters withrespectto which
such person is called to provide a ce,rtificatioq evaluation and/or opinion, who has no economic
relationship, association, or nexus with Seller, and who is not a representative of a consulting
engineer, contactor, designer or other individual involved in the developme,nt of the Facility, or of a
manufacturer or supplier of any equipment installed in the Facility. Such Licensed Professional
Engineershall be licensed in an appropriate engureering discipline forthe required certificationbeing
made. The engagerne,nt and payme,nt of a Licensed Professional Engineer solely to provide the
certifications, evaluations and opinions required by this Agreerrent shall not constihrte a
prohibited economic relationship, association or nexus with Seller, so long as such engineer has no
other economic relationship, association or nexus with the Seller.
1.36 "Maintenance Outage''means anyoutage ofone ormoreWindTurbines that is not
a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
re,rnoved from service before the next Planned Outage. A Maintenance Outage may occur any time
during the year and must have a flexible start date.
1.37 "Material Adverse Changd' shall mean, with respect to the Seller, if the Seller
has experienced a change in facts or circumstances related to development or operation of
the Facility that materially and adversely impact Seller's ability to fulfill its obligations
under this Agreement.
1.38 "Maximum Facility Delivery Rate'o means the maximum instantaneous rate
(kW) at which the Facility is capable of delivering Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
139 o'Maximum GIA Delivery Rate" means the maximuur rate (kW) at which the
Generator Interconnection Agreement allows the Facility to deliver energy to the Point of
Delivery and is set forth in Exhibit A.
Lq '\lameplate Capacity Rating" means the maximum instantanoous gene,rating
capacity of any qualiffing small power or cogeneration generating unit supplying all or part
of the energy sold by the Facility, expressed in MW or kW, when operated consistent with
the manufacturer's recommended power factor and operating parameters, as set forth in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
l4l "NERC" means the North American Electric Reliability Corporation.
I.42 "Net Energy" means the energy component in kwh, of Net Output. Net
Energy does not include Inadvertent Energy.
6
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 8
Meadow Creek Project Company LIC-NonhPoirt
1.43 "Net Outpuf ' means all energy and capacity produced by the Facility, less station use
and less transformation and transmission losses and other adjushents, if any. For purposes
of calculating payrrent under this Agreemen! Net Output of energy shall be calculated as set forth
in Addendum L Net Ouput does not include Inadvertent Ene,qgy.
1.4 "Network Resource" shall have the meaning set forth in the Tariff.
1.45 "Network Service Provider" means PacifrCorp Transmission, as a provider
of network service to PacifiCorp under the Tariff.
I.46 "Non{onfoming Energ/' means Net Output produced by the Facility prior to
the Commercial Operation Date.
1.47 "Non-Conforming Energy Purchase Price" means the applicable price for
Non-Confonning Energy and capacity, specified in Section 5.1.
1.48 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.49 "On-Peak Hours" means hours from 6:00 a.m. to 10:00 p.m. Pacific
Prevailing Time, Monday through Saturday, excluding Western Electricity Coordinating
Council (WECC) and North American Electric Reliability Corporation (NERC) holidays.
1.50 "Ou@ut Shortfall" and "Output Shortfall Damages" shall have the
meanings set forth in Section 4.5 of this Agreement.
l.5l "PacifiCorp" is defined in the first paragraph of this Agreement, and
excludes PacifiCorp Transmission.
1.52 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation,
acting in its interconnection and transmission function capacity.
1.53 'oPlanned Outage" means an outage of predetermined duration that is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or
inspections are typical plarmed outages. Maintenmce Outages md Forced Outages are not Planned
Outages.
l.Y "Point of Delivery" means the point of interconnection between the Facility
and the System, as specified in the Generation Interconnection Agreement and in Exhibit B.
155 "Premises" means the real property on which the Facility is or will be
located, as more fully described on Exhibit A.
1.56 "Prime Rate" means the rate per annum equal to the publicly announced
prime rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available,
the applicable Prime Rate shall be the announced prime rate orreference rate for commercial loans
in effect from time to time quoted by a bank with $10 billion or more in assets in New York City,
N.Y., selected by the Party to whom interest based on the prime rate is being paid.
EXHIBIT 901
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 9
Meadow Creek Project Company llC-NordtPoirt
157 "Production Tax Credits" means production ta:r qedits under Section 45 ofthe
Intemal Revenue Code as in effect from time to time during the term hereof or any successor
or other provision providing for a federal tax credit determined by reference to renewable
electric energy produced from wind resources and any correlative state tax credit determined by
referexrce to renewable electic energy produced from wind resources for which the Facility is eligible.
Production Tax Credits do not include any tax credit determined by reference to investment.
1.58 "Prudent Electrical Practices" means any oithe practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industy or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the desired
resultat the lowest reasonable cost consistent with reliability, safety and expedition. Prudent
Electrical Practices is not intended to be limited to the optimum practicg method or act to the
exclusion of all others, but rather to be a spectum ofposuible practices, methods or acts.
1.59 "QF' means "Qualifying Facility", as that term is defined in the version of
FERC Regulations (codified at 18 CFR Part292) in effect on the date of this Agreement.
1.60 'Required Facility Documents" means all deeds, titles, leases (including
Wind Leases), licenses, permits, authorizations, and agreements demonstrating that Seller
controls the necessary property rights and government authorizations to construct, operate,
and maintain the Facility, including without limitation those set forth in Exhibit C.
161 'Requirements of Law" means any applicable and mandatory (but not
merely advisory) federal, state and local law, statute, regulation, rule, code s1 sldinance
enacted, adopted, issued or promulgated by any federal, state, local or other Govemme,ntal Authority
orregulatorybody (including thosepertaining to electical, building, zoning, environmental and
occupational safety and health requirements).
1.62 "Scheduled Commercial Operation Date" means December 31,2012, as
such date shall be extended from time to time as a result of Force Majeure; provided, that the
Scheduled Commercial Operation Date shall not be extended beyond September 30,2013.
1.63 "Scheduled Monthly Energy Delivert''means the Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery
Schedule.
t.64 "Shared Interconnection Facilities" means that portion of the
Interconnection Facilities used by the Facility and one or more other Qualiffing Facilities as
further described in Exhibit B.
1.65 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost
Share" shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.66 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.67 "System" means the electric transmission substation and transmission or
distribution facilities owned, operated or maintained by Transmission Provider, which shall
EXHIBIT 9OI
CASE NO. Pe-E-1v22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2O14 Page 10
Meadow Creek Project Company LIC-NorthPoint
include, after construction and installation of the Facility, the circuit reinforcements,
extensions, and associated terminal facility reinforcements or additions required to
interconnect the Facility, all as set forth in the Generation Interconnection Agreement.
1.68 "Tariff'means the PacifiCorp Transmission FERC Electric TariffSeventh
Revised Volume No. 1l Pro Forma Open Access Transmission Tariffor the Transmission
Provider's corresponding FERC tariff orboth, as revised from time to time.
1.69 "Transmission Provider" means PacifrCorp Transmission or a successor,
including any regional transmission organization ("RTO").
1.70 'oWind Leases" means the memoranda of wind lease and redacted wind
leases recorded in the county in which the Facility is located in connection with the
development of the Facility, as the same may be strpplernented, amended, extended, restatd or
replaced from time to time.
lil "W'ind Turbine" rnears the type of wind turbine specified and more fully
described in Exhibit A as such Exhibit A may be updated pursuant to Section 2.2.6.
1.72 "WREGIS" means the Western Renewable Energy Generation Information
System.
1.73 "WREGIS Certi{icate" means "Certificate" as defined by WREGIS in the
WREGIS Operating Rules.
1.74 "WREGIS Operating Rules" means the operating rules and requirements
adopted by WREGIS.
SECTION 2. TERM; COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and
after approval by the Corrmission pursuant to a final and non-appealable order (Effective
Date'), that the prices to be paid for energy and capacity are just and reasonable, in the public
interes! and that the costs incurred by PacifiCorp forpurchases of capacity and eneqgy from Seller
are legitimate expenses, all of which the Commission will allow PacifiCorp to recover in
rates in Idaho in the event other jurisdictions deny recovery of their proportionate share of
said expenses. Unless earlier tsrminated as provided herein, this Agreement shall remain in effect
until the twentieth (20ft; anniversary of the earlier of the Commercial Operation Date or the
Scheduled Commercial Operation Date ("Expiration Date").
2.2 Time is of the essence ofthis Agreemen! and Seller's ability to meet certain
requirements prior to the Commffsisl Operation Date and to achieve Commercial Operation
by the Scheduled Commercial OperationDate is critically Therefore,
22.1 By the date that is four (4) months prior to the Scheduled Commercial
Operation Date, Seller shall obtain and provide to PacifiCorp copies of all govemmenal pennits
and authorizations list€d in Exhibit C.
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2A14 Page 11
Meadow Creek Project Company ILC-NothPoittt
2.2.2 By the date that is thifty (30) days after the Effective Date, Seller shall
provideonehundredpercent(100%) oftheDelay SecurityrequiredunderSection 11.1.1, as
applicable.
2.2.3 By December 31,2011, Seller: (i) has provided all information and
paid all fees the Transmission Provider requires to designate the Facility as a Network
Resource in accordance with the Tadtr(OATT); and (ii) has provided all inforrration reasonably
required by PacifiCorp to submit a transmission service request for the Facility to the
Transmission Providerpursuant to the Tariff.
22A PacifiCorp, within ten (10) days of receiving from Seller the
information identifred in Section 2.2.3, shall (i) withdraw the request with respect to the
facility (as defined in the Original PPA) and (ii) request designation of the Facility as a
Network Resource for the pulposes of serving Network Load.
2.2.5 At least ten (10) business days priorto delivery of any eneryy fiom ttre
Facilityto PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
22.6 Within one hundred eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shall provide PacifiCorp with amended Exhibits, which
may include the designation of altemative Wind Turbines for the Facility, and such other
updates to the information contained therein.
2.2.7 Prior to the Commercial Operation Date, Seller shall provide Default
Security required under Section I 1.2, if applicable.
2.2.8 Prior to the Commercial Operation Date, Seller shall provide
PacifiCorp with an As-built Supplement reasonably acceptable to PacifiCorp.
2.2.9 Seller shall use commercially reasonable efforts to achieve
Commercial Operation by 00:00 PPT December 31,2012.
23 Beginning on January 6,2012 and on the fifth (5th) business day of each
month thereafter until the Commercial Operation Date, Seller shall provide PacifrCorp with a
one-page monthly update by e-mail on the progress of financing and/or construction of the
Project and status of completion of the milestones in Section 2.2.
2.4 Establishing Commercial Operation. Seller shall provide written notice to
PacifiCorp stating when Sellerbeliwes tlnt the Facility has achieved Commercial Ope,ration
PacifiCorp shall have ten (10) business days after receipt either to confirm to Seller that all
of the conditions to Commercial Ope,ration have been satisfied or have occurre4 or to state with
specificity what PacifiCorp reasonably believes has not besr satisfied. Iq within such ten (10)
business dayperio4 PacifiCorp eitherdoes notrespond orelse confirms thatthe Facilityhas
achievod Commercial Opemtio4 the original date ofreceip of Seller's notice shall be the
Commercial Operation Date. If PacifiCorp noffies Seller within such ten (10) business day period
that PacifiCorp reasonably believes the Facility has not achieved Commercial Operation,
Seller may, if it txas a good faith belief that Commercial Operation has been achieved, submit a
Technical Dispute Notice, or else Seller shall address the concems stat€d in PacifiCorp's notice to
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 12
l0
Meadow Creek Project Company LLC-North Point
the mutual satisfaction ofboth Parties. If Seller zubmits a Technical Dispute Notice and the
Technical Expert determines that Commercial Operation has been achieved, then the
Commercial Operation Date shall be the datg as determined by the Technical Expert that the Facility
first met all the requirements of Commercial Operatioq othenvise the date tpon which Seller has
addressed the concerns stated in PacifiCoqp's notice to PacifiCorp's reasonable satisfaction, as
specified in a notice from PacifiCorp to Seller, shall be the Commercial Opemtion Date. If
Commercial Ope,ration is achieved at less than one hundred percent (100o/o) of the expected Facility
Capacity Rating and Seller inforrns PacifiCorp that Seller intends to bring the Facility to one
htmdred percent (100o/o) of fte expected Facility C4acity Rating, Seller shall provide PacifiCorp with
a list of all iterns to be completed in order to achieve the expected Facility Capacity Rating.
2.4.1 Technical Expert. If, and only if, a dispute regards (i) whether or not
Commercial Operation has been achieved, and./or (ii) the date when Commercial Operation was
achieved, the Parties may have such dispute, and only such dispute, resolved pursuant to this
Section 2.4.1. Any such dispute will be determined by an independexf technical expert who shall be
a mutually acceptable third pafiy with taining and experience in the disciplines relevant to the
matters with respect to which such pe,rson is called upon to provide a certification, evaluation or
opinion (the "Technical Expert"), which determination shall be (X) made (subject to the
terms in this Section 2.4) in accordance with the Constuction Industry Arbination Rules and
Mediation Procedues (Including Procedures forlarge, Complex Constnrction Disputes) of the
as amended and effective on October 1,2009 (the "Technical Dispute Procedures"),
notwithstanding any dollar amounts or dollar limitations contained therein, and (Y) binding
upon the Parties.
(a) Either Party may corlmence the dispute process as to the
matters set forth in paragraph2.4.l, above, with the American Arbitration Association
("AAA') by notifying A\rqA and the other Party in writing ("Technical Dispute Notice") of such
Party's desire that the dispute be resolved through a determination by a Technical Expert.
O) The determination shall be conducted by a sole Technical Expert.
The Parties may select any mutually acceptable Technical Expert. If the Parties cannot agree on a
Technical Expert within five (5) days after the date of the Technical Dispute Notice, the,n the AirL{'s
Arbitation Administator shall send a list and resumes of three (3) available technical ocperts meeting
the qualifications set forth in Section 2.4.1 to the Parties, each ofwhom shall sfike one narne, and the
remaining person shall be appointed as the Technical Expert. If more than one name remains,
eifterbecause one orboth Parties have failed to respond to the A\rd{'s Arbifration Adminisfiator
within five (5) days afterrec"irriog the list orbecause one orboth Parties have failed to strike a name
from the list or because both Parties strike the same name, the A\rqA's Arbitation Administrator
will choose the Technical Expert from the names. If the designated Technical Expert
shall dis, become incapable or, unwilling to, ortmable to serye or proceed with the determination,
a substitute Technical Expert shall be rypointed in accordance with the selection procedtue
described above, and such substitute Technical Expert shall have all such powers as if he or she has
beeir originally appointed herein.
(c) Within thirty (30) days ofthe appointnent ofthe Technical Expert
pursuantto the foregoing zub-section, eachParty shall zubmitto theTechnical Expert(andcopy the
other Party) a written report containing its position with respect to the dispute, and arguments
therefor together with supporting docume,ntation and calculations. Dscovery shall be limited to
EXHIB|T 901
cAsE NO. IPC-EJt}-zz
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 13
l1
Meadow Creek Project Company l,LC-NonhPoint
Facility documentation relating to the disputed matter. Within sixty (60) days frrom receipt of zuch
submissions, the Technical Expert shall select one or the other Party's position with respect to the
disputed, aftitrateable issues set forttr in Section 2.4.1 above, whereupon such selection shail be a
binding determination upon the Parties for all purposes hereof. The costs ofthe Technical Expert,
including his or her fees and expenses, shallbe bomeby the Parly whose position was not selectedby
the Technical Exper[ each Pafty shall otherudse bear its own exp€nses. If the Technical Expert frils
to render a decision within ninety (90) days firom receip of each Party's submissions, either Pa4y
may, prior to the Technical Expert's final decision, initiate litigation, in which case the Technical
Expert's final decision shall not be binding on the Parties unless otherwise agreed.
2.4.2 All verbal and writte,n communications between the Parties and issued or
prepared in connection with this Section 2.4.1 shall be deemed prepared and commtrnicated in
filrtherance, and inthe context, ofdiqpute setflement and shall be exempt from discovery and
productio4 and slnllnotbe admissible in widence (whefteras admission orotherwise) inany
litigation or other pmceedings for the resolution of the dispute.
2A.3 All deadlines specified in this Section 2.4 may be extended by mutual
agreement of the Parties.
2.5 Delav Damaees. Seller shall cause the Facility to achieve Commercial
Operation on or before the Scheduled Cornmercial Operation Date. If Commercial Operation occurs
afterthe Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCorp
delay damages for the number of days (Delay Period') that the Commercial Operation Date occurs
after October l,z}I3,until the earlier of occurrence of the C.ommercial Opemtion Date or the
termination ofthis Agreement (Delay Liquidated Damaged); prwifud thar Seller shall not accrue
any Delay Liquidated Damages after (i) Seller has timely achieved the milestone in Section 2.2.3;
and (ii) Seller has satisfied all requirements of Commercial Operation except for one or more
requirements in Section 1.5.6. Billings andpayme'nts forDelayLiquidatedDamages shallbemade
in accordance with Section I 1. l.
2.5.1 Delay Liquidated Damages. Delay Liquidated Damages equals the sum of:
for each day in the Delay Period, the greater of (l) the Delay Daily Minimum or (2) the
Delay Price times the Delay Volume,
Where:
"Delay Daily Minimum'o equals (a) for the fint forty-five (a5) calendar days
following the Schoduled Commercial Opemtion Date: one-ninetieth (1 /901h) of forty-
five dollars ($a5) multiplied by the Maximum Facility Delivery Rate with the
I{aximum Facility Delivery Rate being measued in kW; O) after the forty-fiflh
(455 cakndar day following the Schedulod Conunercial Operation Date: the Delay
Price times the Delay Volume.
'T)elay kice" equals the positive Aferenc.e, if any, of the Index Price mimrs the
weighted average of the On-Peak and OflPeak monthly Conforming Energy
Purchase Prices; and
"Delay Volumd' equals the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
EXHIBIT 9O1
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2O14 Page 14
t2
Meadow Creek Project Company LIC-NothPoirt
2.5.2 Appropriateness of Damases. The Parties agrce that the damages
PacifiCorp would incur due to delay in the Facility achiwing Commercial Opemtion on or before
the Scheduled Commercial Operation Date would be diffrcult or impossible to predictwith
certainty, and that the Delay Liquidated Damages are an appropriate approximation of such
damages.
SECTION 3. REPRESENTATIONS AI\D WARRANTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1
State of Oregon.
PacifiCorp is duly organized and validly existing under the laws of the
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terns ofthis Agree,ment
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it to
authorize the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of or constitute a default under, any
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid order of
any court, or any regulatory agency or other body having authority to which PacifiCorp is
subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and legally
binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance with its terms
(except as the enforceability of this Agreementmaybe limitedbybankruptcy, insolvency, bank
moratorium or similar laws affecting crediton' rights generally and laws resticting the availability
of equitable remedies and except as the enforceability of this Agreement may be subject to general
principles ofequity, whetherornot zuch enforceability is considered in a proceeding at equity or
in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a limited liability company duly organized and validly
existing under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and has, or will have at the date of Commercial Operation of the Facility, all
requisite power and authority to perfonn according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and perfonnance of this Agreement and the
consummation of the transactions contemplated hereby.
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2O14 Page '15
l3
Meadow Creek Project Company LIC-NothPoirt
3.2.4 The execution and delivery of this Agreement does not contravene any
provision of, or constitute a default under, any indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of this
Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar laws
affecting creditors' rights generally and laws restricting the availability of equitable remedies
and except as the enforceability of this Agreement may be subject to general principles of
equity, whether or not such enforceability is considered in a proceeding at equity or in law).
3.2.6 The Facility is and shall for the terrn of this continue to be a
QF. Within thfuty (30) days after the Effective Date, Seller shall provide the appropriate QF
certification, which may include a Federal EneqgyRegulatoryC-ommissionself-ce,rtificationto
PacifiCorp. At any time thereafter that PacifiCorp has reason to believe during the tenn of this
Agreerrent that Seller's status as a QF is in question, PacifiCorp may require Seller to provide
PacifiCorp with a written legal opinion from an attomey in good standing in the state ofldaho and
who has no economic relationship, association ornexus with the Seller or the Facility (other than
in a capacity as counsel providing such requested legal opinion), stating that the Facility is a
QF and providing sufficient proof (including copies of all documents and data as PacifiCorp
may request) demonstrating that Seller has maintained the Facility as a QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to pay
its bills in the ordinary course of its business, or is the subject of any legal or regulatory
action, the result of which could reasonably be expected to impair Seller's ability to own and
operate the Facility in accordance with the terms of this Agreement.
3 .2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other material agreements that
would result in Seller's failure to perforrn its material obligations hereunder.
3.2.10 Seller owns all right, title and interest in and to the Facility, free and
clear of all liens and encumbrances other than liens and encumbrances created by or through
Seller related to third-party financing of the Facility, and Seller (or its successor in interest)
will continue to own for the term of this Agreement, all right, title and interest in and to the
Facility, free and clear of all liens and encumbrances other than liens and encumbrances
related to third-party financing of the Facility.
3.2.11 In entering into this Agreement and the undertaking by Seller of the
obligations set forth herein, Seller has investigated and determined that it is capable of
performing hereunder and has not relied upon the advice, experience or expertise of
PacifiCorp in connection with the transactions contemplated by this Agreement.
EXHIBIT 901
CASE NO. IPC-E-,13.22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2O14 Page 16
t4
Meadow Creek Project Company LlC--NorthPoint
3.2.12 All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
3.2.13 All leases of real property required for the operation of the Facility or
the performance of any obligations of Seller hereunder are set forth and accurately described
in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of the Wind Leases to
PacifiCorp.
3.2.14 All inforrnation about the Facility set forth in Exhibit A, Exhibit B, and
Exhibit C has been verified by Seller and is accurate to the best of its knowledge.
3.3 Notice. If at any time during this Agreement, any Party obtains actual knowledge
of any event or information which would have caused any of the representations and
warranties in this Section 3 to have been materially untue or misleading when made, zuch Party
shall provide the other Party with written notice of the event or information, the
representations and warranties affected, and the action, if any, which such Party inte,ds to take to
make the representations and warranties tme and correct. The notice required pursuant to this
Section shall be given as soon as practicable after the occurrence of each such went.
SECTION 4. DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivery and Acceptance ofNet Output Except for any curtailment qpecified in
Section 6.3, unless otherwise provided herein, PacifiCorp will purchase and Seller will sell
all Net Output from the Facility.
4.2 No Sales to Third Parties. During the term of this Agreement, Seller shall not
sell any Net Output from the Facility to any entrty other than PacifiCorp.
43 Enerw Deliver.v Schedule. Seller shall prepare andprovide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:
4.3.1 During the fint trvelve flrll calendar months following the Commercial
Operation Date, Seller predicts that the Facility will produce and deliver the following
monthly amounts ("Initial Year Energy Delivery Schedule"):
Month Enerev Deliverv (kWh) Averase kW
January
February
March
April
May
June
July
August
21,405,435
17,789,164
24,579,189
19,941,059
22,123,757
17,864,218
16,469,162
18,120,502
15
28,728
26,494
33,037
27,691
29,686
24,738
22,105
24,339
EXHIBIT 901
cAsE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2014 Page 17
Meadow Creek Project Company IJ,C-NonhPoint
September
October
November
December
TOTAL:
16,867,192
18,958,152
22,001,634
22,364,385
238,483,850
23,461
25,536
30,563
30,085
n1 an<
4.32 Seller may revise the Initial Year Energy Delivery Schedule any time
prior to the Commercial Operation Date.
4.3.3 Beginning at the end ofthe ninth full calendar month of operatioq and at the
end of every third month thereafter, Seller shall zupplement the Energy Delivery Schedule with three
additionalmonts of forward estirnates (which shallbe appendedto this Ageementusing tre format
qpecifid in Exhibit D) (Subsequent Enerry Delivery Scheduld), such that the Energy Delivery
Schedtrle will provide at least ftree months of scheduled ene4gy estimates at all times. Seller shall
provide Subsequent Ene4gy Delivery Schedules no later than 5:00 pm PPT of the 5th day after the
due date. If Seller does not provide a Subsequent Eneqgy Delivery Schedule by the above deadlinq
scheduled energy for the omitted period shall equal ttre amounts schedtrled by Seller for the same
three-month period during the previous year.
4.3.4 Upon and after the Commercial Operation Date, Seller may no longer
revise the Eneqgy Delivery Schedule forthe first six flrll calendarmonths of Commercial Operation.
After 5:00 p.m. PPT of the fiflh business day following the end of the third full calendar month of
Commercial Operation and the end of each third calendar month thereafter, Seller may no longer
revisetheEnergyDelivery Schedule forthe sixcalendarmonths immediately following suchtbird
month. Subject to the foregoing restictions in this Section 4.3.4, Seller may revise tre Energy
Delivery Schedule for any urrestricted month by providing written notice to PacifiCorp. Failure to
provide timely written notice of changed amounb will be deemed to be an election ofno change.
4.4 Minimum Availabilitv Oblisation. Seller shall cause the Facility to achie',,e an
Availability of at least 85% duing each month ("Guaranteed Availabilit/).
4.5 Liquidated Damaees for Output Shortfall. If the Availability in any given
month falls below the Guaranteed Availability, the resulting shortfall shall be expressed in
kWh as the "Output Shorffall." The Output Shortfall shall be calculated in accordance with
the following formula:
Output Shortfall: (Gtraranteed Availability - Availability) *
Scheduled Monthly Enerry Delivery
Seller shall pay PacifiCorp for any Ouput Shorfall at the lower of (l) the positive difference, if any,
of the lndex Price minus the weighted average of the On-Peak and OflPeak monthly Conforrniag
Eneqgy Purchase Prices;or Q) the weighted average ofthe On-Peakand OGPeakmontrly
Confoming Energy Purchase Prices ("Output Shortfall Damages').
Output Shortfall Damages: Output Shortfrll * Oulput Shortfall Price
(Index Price - Weighted Average CEPP), except
t6
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2O14 Page 18
Where:
Output Shortfall Price :
Meadow Creek Project Company LLC-North Point
that if Output Shortfall Price < 0, then Output
Shorrfall Price: 0, and except that if Output
Shortfall Price > Weighted Average CEPP, then
Output Shortfall Price : Weighted Average
CEPP
Weighted Average CEPP: the Weighted Average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the
month of Output Shortfall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would
incur due to the Facility's failure to achieve the Guaranteed Availability would be difficult or
impossible to predict with certainty, and (b) the liquidated damages contemplated in this
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Riehts. In addition to data provided under Sections 9.3 and9.4,
PacifiCorp shall have the right, but not the obligation, to audit the Facility's compliance with
its Guaranteed Availability using any reasonable methods. Seller agrees to retain all
performance related data for the Facility for a minimum of three years, and to cooperate with
PacifrCorp in the event PacifiCorp decides to audit such data.
4.7 For a period of ten (10) years from the Commercial Operation Date, Seller
shall have title to the Green Tags immediately upon the generation of the Output at the
Facility that gives rise to such Green Tags. On the tenth (tO6) anniversary of the
Commercial Operation Date through and including the Expiration Date, PacifiCorp shall
have title to the Green Tags immediately upon the generation of the Output at the Facility
that gives rise to such Green Tags. Each Party shall execute all additional documents and
instruments reasonably requested by the other Party in order to further document the
ownership of the Green Tags during the respective Party's ownership. Without limiting the
generality of the foregoing, Seller shall, on or before the lOth day of each month during
which PacifiCorp has ownership rights to the Green Tags, deliver to PacifiCorp a Green
Tags Attestation and Bill of Sale (in the form attached as Exhibit 4.7(A)) for all Green Tags
delivered to PacifiCorp hereunder in the preceding month, along with any verification that is
in conformance with the then-current Center for Resource Solution's Green-e program, or
any successor program. The Party having ownership of the Green Tags at the time (the
"Green Tag Owner"), at its own cost and expense, shall register with, pay all fees required
by, and comply with, all reporting and other requirements of WREGIS relating to the Facility
or Green Tags. The Seller shall ensure that the Facility will participate in and comply with,
during the Term, all aspects of WREGIS. The Green Tag Owner shall be responsible for any
costs charged by the qualified reporting entity for the Facility to participate in and comply
with, during the Tenn, all aspects of WREGIS. The Green Tag Owner shall, at its sole
expense, use WREGIS as required pursuant to the WREGIS Operating Rules, including but
not limited to those rules related to effectuating the transfer of WREGIS Certificates and
transferring such WREGIS Certificates in accordance with WREGIS reporting protocols and
WREGIS Operating Rules and as required under this Agreement. Seller may either elect to
enter into a Qualified Reporting Entity Services Agreement with PacifiCory in a form similar
to that in Exhibit 4.7(B) or elect to act as its own WREGIS-defined Qualified Reporting
EXHIBIT 901
GASE NO. IPC-E-'I3-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 19
17
Meadow Creek Project Company LlC--J{ofthPoirt
Entity. Seller shall upon written request from PacifiCorp provide copies of all
documentation submitted to WREGIS in connection with the Facility. Further, upon
notification by WREGIS or CAMD that any tansfers of Green Tags contemplated by this
Agreemurt have not been recorded, the Parties shall promptly cooperate in taking all
reasonable actions necessary so that such transfers can be recorded. Seller shall at its
expense cause the Facility to maintain its registration in good standing with the Center for
Resource Solution's Green-e program, or any successor program, throughout the Temr;
provided, however that each Party shall (a) not take any action (other than the provision of
truthful information) 1s impair the Facility's good standing with such progmm and (b) shall
provide such information as is reasonably requested to maintain such registration. The
Parties shall reasonably cooperate in any registration of the Facility in the renewable
portfolio standard or equivalent progrcm in all such further states and pro$ams in which the
Parties may wish to register or maintained registered the Facility by providing copies of all
such information as reasonably required for such registration. Neither Party represents or
warrants that the Green Tags can be used for any purpose. The Parties acknowledge that the
Green Tags may be subject to action by Governmental Authority and neither Party is liable
to the other Party for action taken by a Govenrmental Authority in connection with the Green
Tags that is not a result of a breach of this Agreement.
SECTION 5. PURCHASE PRICES
5.1 Enerey Purchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conforming Energy Purchase Prices or Non-Conforming Energy Purchase Prices, as
applicable, for Net Output adjusted for the month and On-Peak Hours or Off-Peak Hours and
the wind integration cost using the following formulae:
Conforming Enerry Purchase Price = (ARce * MPM) - WIC
Non-Conforming Energy Purchase Price: (An." * MPIV! - WIC
Where:
ARoe Conforrning Energy annual rate from Table 1, below, for the
year of the Net Output.
the lower of.
85% of the Conforming Energy annual rate from Table
1 below, for the year of Net Output
or
85%o of average ofthe daily Index Price for each day of
the month, or portion of month, of Net Output.
monthly On-Peak or Off-Peak multiplier from Table 2 below,
that corresponds to the month of the Net Output and whether
the Net Output occurred during On-Peak Hours or Off-Peak
Hours.
ARtre
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 20
MPM
l8
Meadow Creek Project Company LlC-NorthPoittt
WIC $6.50/Ivfwh, the wind integration cost prescribed in
Commission Order No. 3 1021.
Exaryle calculations are povided inExhibit G.
Table 1: Confoming Enerry Annual Rates
Year Conforming Enerry
Annual Rate (AR")
s/Nrwh
2012 63.97
20t3 67.51
)o14 71 7)
2015 75.40
2016 77.76
2017 80.07
2018 82.s8
2019 85.05
2020 87 61
2021 s0 6i
2022 93.78
2021 97 05
2024 t00.44
202s 103.98
2026 106.98
2027 110.07
20)R 17 26
2029 15 56
2030 l9-95
2031 124.51
2032 128.50
2033 r32.64
2034 t36.92
Table 2: Monthly On-Peak/OffiPeak Muhiplien
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2O14 Page 2'l
Month On-Peak
Hours
Off-Peak
Ifnrrrs
Januarv l03o/o 940/^
Februarv 105%97Y"
March 950/^8,00/^
Anril 95o/o 760/"
Mav 92o/"610/"
June 94o/"65o/"
Julv l21o/n 92o/"
Ausust l21o/n lO60/"
Senternber 109%99o/"
October t5%1050/"
Nove.mher 1Oo/"960/"
December r29%t20%
l9
Meadow Creek Project Company UC-NothPoint
5.2 Payment.
For each Billing Period in each Contract Yer, PacifiC.orp shall pay Seller as follows:
For delivery of Conforming Energy:
Payment (CEnergrq,Peak * CEPPricon-p.k /1 000) +
(CEneryeir-Pcak * CFPkicor-Peak/ 1m0)
For delivery of Non{onforming Energy:
Payment (NCEnq1r6,.Pcak * NCEPPriceg"-peak /1 000) +
(I{CEnerSDir-Pcak * NcmPft@ir-Pcak/1m0)
C-onforming Energy in kwh
Conforming Ene,{gy Purchase Price in $AvIWh
Non{onforming Energy Purchase Price in kWh
Non{onforrning Energy Purchase Price in $/IvIWh
Where:
OrFPeak : thecorrespondingvalueforOn-PeakHoun
OflPeak : thecorrespondingvalueforOff-PeakHoun
5.3 Inadvertent En€rey. So long as acc€,ptance of Inadvertent Energlr does not cause
PacifiCorp to violate the terrns of its Network Transmission Service and is consistent with
Pnrdent Electical Practices, PacifiCorp will accept Inadvertent Eneqgy, but will not purchase or pay
for Inadvertent Energy.
5.4 Additional Compensation. Seller shall not be entitled to any compensation
over and above the Conforming Energy Purchase Prices or Non-Conforming Energy
Furchase Prices, as the case may be, for the Green Tags associated therewith.
SECTION 6. OPERATION AI\D CONTROL
6.1 As-Built Supplement. Upon completion of any construction affecting the
Facility, Seller shall provide PacifiCorp an As-built Supplement bearing the stamp of a Licensed
Professional Engineer that accurately depicts the Facility as built. The As-built Supplement
must be reviewed and approved by PacifiCorp, which approval shall not unreasonably be
withheld, conditioned or delayed.
62 Operation. Seller shall operate and maintain the Facility in a safe manner in
accordance with the Generation Interconnection Agreement, Prudent Electrical Practices and
in accordance with the requirements of all applicable fd€ral, state and local laws and the National
Electric Safety Code as such laws and code may be amended from time to time. PacifiCorp
shall have no obligation to purchase Net OuQut firom the Facility to the extelrt the interconnection
betrveen the Facility and PacifiCorp's electic system is disconnectd suspended or intempteq in
whole or in part, pursuant to the Generation Interconnection Agreement, or to the extent
ge,neration curtailment is requird as a restrlt of Seller's with the Generation
Interconnection Agreerrent. PacifiCorp shall have the right to inspect the Facility to confirm that
20
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 22
CEnergy :
CEPPrice :
NCEnergy :
NCEPPrice :
Meadow Creek Project Company ILC-North Poittt
Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facility. PacffiCorp sball not by reason of its decision to inspect or not to inspect the Facility, or by
any action or inaction taken with respect to any such inspection, assume or be held responsible
for any liability or occrurence arising from the operation and maintenance by Seller of the Facility.
63 Curtaiknent. PacffiCorp shall not be obligated to purchase, receive, pay for, or
pay any damages associated with, Net Output (or associated Production Tax Credits or
[1yjy6nmenta1 Attributes) if such Net Output (or associated Production Tax Credits or
Environmental Attibutes) is not delivered to the Syste,m or Point of Delivery due to any of the
following: (a) the interconnection between the Facility and the System is disconnected,
or intemrpted, in whole or in part, consistent with the terms of the Generation
Interconnection Agreement @) the Tranmission hoviderorNetwork Service B:rcvider direcs a
general curtailment, reduction, or redispatch of gene,ration in the area (which would include tlre Net
Outru0 for any reason, eve,n if such curtailment or redisparch directive is carried out by PacifiCorp,
which may fuIfiIl such directive by acting in its sole discretion; or if PacifiCorp curtails or
othemrise reduces the Net Ou@ut in order to meet its obligations to the Transnission Provider or
Network Service Provider to operate within system limitations, (c) the Facility's Output is
not received because the Facility is not fully integrated or synchronized with the Systern, or
(d) an went of Force Majeure prevents either Party from delivering or receiving Net Ou$ut Seller
shall reasonably determine the MWh amormt of Net Ouput curtailed pursuant to this Section 6.3 after
the fact based on the amount of energy that could have been generated at the Facility and delivered to
PacifiCorp as Net Ouput but that was not generated and delivered because of the curtailment. Seller
shall determine the quantity of such curtailed eneqgy based on (x) the time and duration of the
curtaihnent period and (y) wind conditions recorded at the Facility during the period of
curtailmelrt and the power cunre specified for the Wind Tubines as shown in Exhibit A- Seller shall
prompfly provide PacifiCorp with access to such information and data as PacifiCorp may
reasonably require to confirm to its reasonable satisfaction the amount of energlr tbat was not
generated or delivered because of a curtailnne,nt described in this Section 6.3.
6.4 PacifiCom as Merchant. Seller acknowledges that PacifiCorp, acting in is
merchant capacity function as purchaser under this Agreement, has no responsibility for or
contnol over PacifiCorp Transmission or my successor Transmission Provider.
6.5 Outages.
6.5.1 Planned Outages. Except as otherwise provided hereirU Seller shall not
schedule Planned Outage during any portion of the months of November, December, Januar5/,
Febnrary, June, Jtrly, and August, except to the extent a Planned Outage is reasonably required to
enable avendorto satisfy a guarantee requirementina situation inwhich the ve,ndorisnot othenvise
able to perform the guarantee work at a time other than during one of the months specified above or to
the extent zuch Plarmed Outage is requird in accordance with Prudent Electical Practices. Seller
shall, in Exhibit D, prcvide PacifiCorp wift an annual forecast of Planned Ouages for each C-ontact
Year at least one (1) month, but no more that three (3) months, before the first day of that
Contract Year, and shall promptly update such schedule, or otherwise change it only, to the
extent that Seller is reasonably required to change it in order to comply with Prudent Electrical
Practices. Seller shall not schedule more than one hwrdred fifty (150) hours ofPlanned Outages for
each calendar year. Seller shall notiff PacifiCorp of any deviation to the annual Planned
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7,2014 Page 23
21
Meadow Creek Project Company LIC-NorthPoint
Outage schedule, above, on the Monday preceding the scheduling week in which the sooner of the
following will occur: (a) the outage as predicted in the Planned Outage schedule; or (b) the
outage per Seller's revised plans. Such notice shall consist of a Monday-Sunday, hor:rly
spreadslreet showing the revised total Facitty ctutailment O[W) for that scheduling week. Seller
shall not schedule any maintenance of Shared InterconnectionFacilities duringNovember,
Dece,mber, January, Febnrary, Jtmg July, orAugus! without the prior written approval of
PacifiCorp, which approval may be reasonably withheld by PacifiCorp.
6.5.2 Maintenance Outases. If Seller reasonably determines that it is necessary to
schedule a Maintenance Outage, Seller shall notify PacifiCorp of the proposed Maintenance
Outage as soon as practicable but in any event at least five (5) days before the outage begins (or zuch
shorterperiod to whichPacifiCorp rnay reasonablyconse,nt in light of then existing wind conditions).
Upon such notice, the Parties shall plan the IVlaintenance Ouage to mutually accommodate the
reasonable requiremenb of Seller and the service obligations of PacifiCorp. Seller shall ake all
reasonable measures and use commercially reasonable efforts consistent with Prudent Electrical
Practices to not schedule any Maintenance Ouage during the following periods: June 15 tlrough June
30, July, August and September I ttrough Septernber 15. Seller shall include in zuch notice of a
proposed Maintenance Outage the expected start date and time of the outage, the amount of
generation capacity of the Facility that will not be availablg and the expected completion date and
time of the outage. Sellerrnay provide notices under this Section 6.5.2 orally. Seller shall confinn
any such oral notification in writing as soon as practicable. PacifiCorp shall promptly respond
to such notice and may request reasonable modifications in the schedule for the outage. Seller
shall use all reasonable efforts to comply with PacifiCorp's rcquest to modify the schedule for a
Mainte,nance Outage if such modification has no zubstantial impact on Seller. Seller shall notifi
PacifiCorp of any zubsequent changes in generation capacity of the Facility during such Maintsnance
Ouage and any changes in the Maintenance Outage completion date and time. Seller shall take all
reasonable measures and exercise its commerciallyreasonable efforts consistentwithPnrdent
Elecnical Practices to minimize the frequency and duration of Maintenance Outages.
6.5.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
repor! via telephone to a number qpecified by PacifiCorp, ofany Forced Ouage of tlre Facility. Such
report shall include the arnount of generation capacity oftlre Facility that will not be available because
of the Forced Ouage and the expected rettrm date and time of such generation capacrty. Seller shall
promptly update the report as necessary to advise PacifiCorp ofchanged circumstances. If the
Forced Outage resulted in more than 15% of the Facility Capacity Rating of the Facility being
unavailable, Seller strall confirm the oral report in writing as soon as practicable. Seller shall take all
reasonable measures and exercise its commercially reasonable effore consistent with Prudent
Electrical Practices to avoid Forced Outages and to minimize their duration.
6.54 Notice of Deratinss and Outaees. Without limiting other notice
requirements, Seller shall notifu PacifiCorp, via telephone or via electronic mail, to a number
or email address specified by PacifiCorp, of any limitation, restriction, derating oroutage
lrrown to Seller that affects ttre genemtion capacity of the Facility in an amount greater than five
percent (5%) of the Facility Capacity Rating for the following day. Seller shall promptly
update such notice to reflect any material changes to the information in such notice.
6.5.5 Effect of Outaees on Estimated Output. Seller shall factor Planned
Outages and Maintenance Outages that Seller reasonably expects to encounter in the ordinary
22
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 24
Meadow Creek Project Company LIC-North Poit
course of opemting the Facility into the Scheduled Monthly Energy Delivery amounts in the Energy
Delivery Schedule set forth in Exhibit D.
6.6 Scheduling.
6.6.1 Cooperation and Standards. With respect to any and all scheduling
requirsments in this Agreemeng (a) Seller shall coope,rate with PacifiCorp with respect to scheduling
Net Ouput and O) eachParty shall designateauthorizedrepresentatives to communicate withregard
to schedtrling and related matters arising hereunder.
6.62 Schedule Coordination If, as a result of this Agreemen! PacifiCorp is
deemed by an RTO to be financially resporsible for Seller's performance under the Generation
Intercormection Agree,ment due to Seller's lack of standing as a "scheduling coordinatot'' or other
RTO recognized designatioq qualification or othe,nnise, then (a) Seller shall acquire such RTO
recognized standing (or shall contnact with a third party who has such RTO recoglz;ed standing)
such tbat PacifiCorp is no longer responsible for Seller's performance under the Ge,neration
lnterconnection Agreerren! and O) Seller shall defend inde,rnnify and hold PacifiCorp harmless
against any liability arising due to Seller's performance or failure to perfomr under the Generation
lnterconnection Agreement or RTO requirement.
6.7 Delivery Exceedine the Maximum GIA Delivery Rate. Seller shall not deliver
energy from the Facility to the Point of Delivery at a rate that exceeds the Maximtrm GIA
Delivery Rate. Seller's failure to limil such deliveries to the Maximum GIA Delivery Rate
shall be a breach of a material obligation subject to Section 12.1.8.
6.8 Access Rights. Uponreasonablepriornotice and subjoctto theprudent safety
requirements of Seller, and Requirements of Law relating to workplace health and safety,
Seller shall provide PacifrCorp and its authorized agents, employees and inspectors
("PacifiCorp Representatives') with reasonable access to the Facility: (a) for the pr:rpose of reading
or testing metering equipmen! (b) as necessary to witress any acce,ptance tests, (c) for purposes of
implementing Section 4.6, ar;rd (d) for other reasonable purposes at the reasonable request of
PacifiCorp. PacifiCorp shall release Seller against and from any and all any and all loss, fines,
penalties, claims, actions or suits, including costs and attomey's fees, both at trial and on
appeal resulting ftom actions or omissions by any of the PacifiCorp Representatives in connection
withtheir access to the Facility, except to the extent that such damages are caused or by the
intentional or grossly negligent act or omission of Seller.
SECTION 7. MOTTVE FORCE
Prior to the execution of this Agreement, Seller provided to PacifrCorp Wind Leases and a
motive force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable
discretion and attached hereto as Exhibit F-1. Within three (3) months after the Effective
Date, Seller will provide a wind report from any of GL Garrad Hassan, AWS Truepower,
LLC, or DNV Global Energy Concepts,Inc. certifring that the implementation of the fuel or
motive force plan can reasonably be expected to provide fuel or motive force to the Facility
for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Annual Net Output. Seller will provide an updated estimate
of Average Annual Net Output at the time it provides an amended Exhibit A pursuant to
Section 2.2.6 if Seller has selected different Wind Turbines.
23
EXHIBIT 901
CASE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 25
Meadow Creek Project Company LIC--NothPoitrt
SECTION 8. GENERATION FORECASTING COSTS
&l Forecast Servise Election. PacifiCorp may, in its discretiorl u66lo.ssasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contact and vendormay change dtuing the tsrm ofthis
Agreement.
82 Seller's Forecast-Cost Share. Pursuant to Commission Order No. 30497,
Seller shall be responsible for 50% of PacffiCorp's cost of adding such forecasting se,nrices
(Seller's Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast-Cost Sharc. Seller's Forecast-Cost Share for a given
Contract Year is capped at0.lo/o of total payments made by PacifiCorp to Seller for Net
Output during the previous Contact Year ("Seller's Capped Forecast-Cost Share'). If the last
Contract Year of this Agreement is shorter than a fulI calendar year, the cap will be prorated
for that shorte,ned year. For the yea($ prior to the second Contact Year of this agreernent that
equals a full calendaryear, Seller's Forecast{ost Share is cappedat 0.1% ofestimatedpalmrents for
Net Output based on the Energy Delivery Schedule.
8.4 PaEnent. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share
uncapped by Section 8.3 for each Contract Year in equal paynents for each month of such
year except the last month of such year. (For example, in a Contract Year equaling a full
calendar year, Seller would pay l/1lth of Seller's Forecast-Cost Share during each of the first 11
months.) In the last month of each Contact Year, PacifiCorp strall refund to Seller the amormt paid
by Sellerunderthis Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a
Conbact Year encompassed by just one calendar month, Sellsr's payment to PacifiCorp and
PacifiCorp's refund to Seller shall be calculated and paid simultaneously. To the extent
practicable, payments and refunds under this Sotion shall be included in monthly payments and
invoices rmder Section 1 0.
SECTION 9. METERING: REPORTS AI\D RECORDS
9.1 Meterine Adiushent. Metering will be performed at the location specified in
Exhibit B and in the manner specified in the Generator Interconnection Agreement. All
quantities of energy purchased hereunder shall be adjusted in accordance with Addendum
L, so that fte purchased amormt reflocts the net amount ofpower flowing into the System at the
Pointof Delivery.11
92 Meterine Enon. If any inspections ortests made pursuant to fte Generator
Interconnection Agreement discloses an error exceeding two percent (2o/o), either fast or
slow, proper correction, based upon the inaccuracy found, shall be made of preriors leadings
for the actual period during which the metering equipment rendered inaccurate
measurements if that period can be ascertained. If the actual period cannot be ascertained, the
propercorrwtion shailbe made to the measureinents taken dring the time the metering equip:rent
was in se,nrice since last tested, but not exceeding three Billing Periods, in the amount the
I If station service is supplied via separate facilities, PacifiCorp will deduct station service from the metered facility
output to calculate Net Output.
EXHIBIT 901
CASE NO. IPC-E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 26
Meadow Creek Project Company LLC-NofthPoint
metering equipment shall have been shown to be in eilor by such test. Any correction in billings
or payments resulting from a correction in the meterrecords shall be made in the next monthly
bitling or payment rendered.
9.3 Telemeterine. In accordance with ttre Generation Inte'rconnection Agreement
Seller shall provide telemetering equipment and facilities capable of transmitting to
Transmission Provider (who will share it with PacifiCorp as authorized by Exhibit H,
"Seller Authorization to Release Genemtion Datato PacifiCorp ) the following information
the Facility on a real-time basis, and'niill operate such equipment when requested
by PacifiCorp to indicate:
(a) instantaneous M W output at the Point of Delivery;
(b) Net Output;
(c) the Facility's total instantaneous generation capacity; and
(O wind velocity at turbinehub height
Seller shall also transmit to PacifiCorp any other data from the Facility that Seller receives
on a real-time basis, including meteorological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-time data to PacifiCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second intervals). PacifiCorp shall have the
right from time to time to require Sellerto provide additional tele,metering equipment and frcilities
to the extent nocessary and reasonable.
9.4 Monthly Reports and Logs and Other Information.
9.4.1 Reports. Within thirty (30) calendar days after the end of each Billing
Period, Seller shall provide to PacifiCorp a re,port in electronic format, which report shall
include (a) summaries of the Facility's wind and ouput data for the Billing Period in interyals not to
exceed one hour (or such strorter period as is reasonably possible with commercially available
technology), including inforrnation from the Facility's computer monitoring system;
(b) strmmaries of any other significant events related to the constnrction or operation of the
Facility for the Billing Period; (c) details ofAvailability of the Facility for the Billing Period
sufficient to calculate Availability and including hourly average wind velocity measured at
turbine hub height and ambient air terrperature; and (d) any supporting informationthat
PacifiCorp may from time to time reasonablyrequest (including hisorical wind data forthe Facility).
9.42 Electronic Fault Iog. Seller shall maintain an electrronic fault log of
ope,lations ofthe Facilitydtring eachhouroffteterm ofthis Agreementcomme,ncing on the
Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the electonic fault log
within thity (30) calendar days after the end ofthe lilling Period to which the fault log applies.
9.4.3 Upon the request of PacifiCorp, Seller shall provide PacifiCorp the
manufacturers' guidelines and recommendations formaintenance of the Facility equipment.
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2014 Page 27
25
Meadow Creek Project Company LlC-NofthPoint
9.4.4 By each January 10 following the Commercial Operation Date, Seller shall
provide to PacifiCorp written certification that Seller has completed all the manufacturers'
guidelines and recommendations for maintenance of the Facility equipment applicable to the
previous calendar year.
9A.5 At any time from the Effective Date, one (1) year's advance notice of the
termination or expiration of any agree,ment, including Wind Leases, pursuant to which the Facility
or any equipment relating thereto is upon the Facility site; provided that the foregoing does not
authorize any eady termination of any land lease.
9.4.6 As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the
exte,nt of any material violation of any environmental laws or regulations arising out of the
constnrction or operation of the Facility, or the presence of Environmental Contamination at the
Facility or on the Premises, alleged to exist by any Govemmental Authority having jurisdiction over
the Premises, or the present existence of, or the occurrence during Seller's occupancy of the
Premises oq any enforcemen! legal, or regulatory action orpnrceeding relating to such allegod
violation or alleged prcse,nce of Environmental Contamination preseirfly occurring or having
occuned dwing the period of time that Seller has occupied the Premises.
9.5 Mainte,nance ofMetedng Equipment. To the extent not othenvise provided in the
Generator Interconnection Agreement, PacifiCorp shall inspect, test, repair and replace the
metering equipment periodically, or at the request of Seller if Seller has reason to believe
metering may be offand requests an inspection in writing. To the extent not otherwise provided in
the Generator Interconnection Agreement, all PacifiCorp's costs relating to designing, installing,
mainaining, and repairing metering equipment installd to accommodate Seller's Facility shall be
borne by Seller.
9.6 WREGIS Meterine. Seller shall cause the Facility to implement all necessary
generation information communications in WREGIS, and report generation information to
WREGIS pursuant to a WREGIS-approved meter that is dedicated to the Facility and only
the Facility.
SECTION 10. BILLINGS. COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output. On or before the thirtieth (30th) day following the
end of each Billing Period, PacifrCorp shall send to Seller payment for Seller's deliveries of
Net Output to PacifiCorp, together with cornputations such payment. PacifiCorp may
oftet any zuch payment to reflect amounts owing from Seller to PacifiCorp pursuant to this
Agree,rnent or the Gene,ration Interconnection Agreement Any such offsets shall be separately
itemized on the statement accompanying each payment to Seller.
102 Annual Invoicine for Output Shortfall. Thirty calendar days after the end of
each Contact Year, PacifiC.orp shall deliver to Seller an invoice showing PacifiCorp's computation of
Output Shortfaii, if any, for all Billing Periods in the prior Contract Year and Output
Shortfall Damages, if any. In preparing such invoices, PacifiCorp shall atllize the meter data
provided to PacifiCorp for the Contract Year in question, but may also rely on historical
averages and such other information as may be available to PacifiCorp at the time of invoice
preparation if the meter data for zuch Contact Year is then incomplete or oftenvise not available. To
the extent require( PacifiCorp shall prepare any such invoice as promptly as practicable following
26
EXHIBIT 901
CASE NO. \PC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 28
Meadow Creek Project Company LIC-NofthPoint
its receipt of actual results for the relevant Contract Year. Seller shall pay to PacifiCorp, by
wire tansfer of immediately available funds to an account specified in writing by PacifiCorp orby
any othermeans agreed to by the Parties inwriting from time to time, the amount set forth as due in
such invoice, and shall within thirty (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice. Objections not made by Seller within the tlrirtyday
period shall be deemed waived.
103 lnterest on Overdue Amounts. Any amounts owing after the due date thereof
shall bear interest at the Prime Rate on the date the amount became due, plus two percent
(2o/o), from the date due until paid; provided, however, that the interest rate shall at no time
exceed the maximum rate allowed by applicable law.
104 Disputed Amounts. If either Party, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Party shall notifr the other Party of the
specific basis for the dispute and, if the invoice shows an amount due, shall pay that portion of
the statement that is undisputed, on or before the due date. Any such notice shall be provided
within two (2) years ofthe date ofthe invoice in which the eror first occurred. If any amormt
diqputed by such Party is determined to be due to the other Party, or if the Parties resolve the
payment dispute, the amount due shall be paid within five (5) days after such determination
or resolution, along with interest in accordance with Section 10.3.
SECTION 11.SECTJRITY
11.1 Delay Security:
1 l. 1.1 Dutv to Post Securitv. By the date provided in Section 2.2.2, Seller shall
post a Letter of Credit, cash or a parental Butrmty, each in a fonn acceptable to PacifiCorp, in
the amount calculated prsuant to Section I 1.1 .2 ("Delay Securit/). To the extent PacifiCorp makes
a drawing tmder the Delay Security, Seller shall, within fifteen (15) calsndar days, restore the Delay
Security as ifno such deduction had occurred.
ll.l.2 Calculation of Delay Security. The dollar value of Delay Security shall
equal the greater of: (1) forty-five dollars ($a5) multiplied by the Maximum Facility Delivery Rate
with the Maximum Facility Delivery Rate being measurcd in kW; or (2) the sum of the products, for
each of the filst three calendar months after the Delay Period Commenceme,nt Date, of:
the energy in the Initial Year Energy Delivery Schedule for the month (kwh)
multiplied by the monthly weighted average On-Peak and Off-Peak
Conforming Energy Purchase Price for tre months ($AdWh) divided by 1000.
Such amount shall be fixed upon execution of this Agreement.
11.1.3 Rieht to Draw on Secuity. PacifiCorp shall have the right to draw on the
Delay Security to collect Delay Liquidated Damages. Commencing on or about first of each mont},
PacifiCorp will invoice Seller for Delay Liquidated Daurages incurrd if arry, during the preceding
month- If inzufficient Delay Security is availablg Seller shall pay PacifiCorp for invoiced Delay
Liqurdated Damages no later than five business days after receiving such invoice. The Parties will
make billings and payments for Delay Liquidated Damages in accordance with Section 10.
EXHIBIT 901
CASE NO. !PC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page29
27
Meadow Creek Project Company ILC-NothPoint
ll.lA Partial Release of Delav Securitv. hovidd that Seller has maintained
Delay Security in accordance with Section 11.1.1, PacifiCorp shall release one-third of the original
amount of Delay Security stated in Section 1 I . I . I each time Seller accomplishes a milestone
(a) or (b), below:
(a) Sellerhas(i)executedtheGenerationlnterconnectionAgreement
with Transmission Provider; and (ii) paid in full any interconnection and/or systerrupgrade
costs Seller is obligated to pay in advance of interconnection construction.
(b) Seller has poured the concrete foundation at each ofits planned
individual Wind Turbine locations.
PacifiCorp shall make the partial refund of Delay Security required above within ten business
days of the date Sellerprovides PacifiCorp written notice (along with satisfactorydocumentation
thereof) that it has accomplished milestone (a) or (b) above.
1 1.1.5 Full Release ofDelav Security. Unless PacifiCorp diqputes whether Seller
has paid all Delay Liquidated Damages, PacifiCorp shall release atl rcmaining Delay Security upon
the earlier of the 30th calendar day following corlmencement of Commercial Opemation or the
60th calendar day following PacifiCorp's texrnination of this Agreement.
I 1.1.6 Deftult. Seller's failure to post and maintain Delay Security in accordance
with Section 11.1 will constitute an went ofdefaulg unless cued in accordance with Section l2.l.l of
this Agreerrent
ll.2 Default Security (Levelized Pricing Only). (Reserved)
SECTION 12. DEFAULTS AIID REMEDIES
l2.l The follow-ing events shall constitute defaults under this Agreement:
lzl.l Non-Palarrenl A Parly's faihre to make a payme,nt when due under this
Agreement or post and maintain security in conformance with the requirernents of Section l1 or
maintain insurance in conformance with the requirements of Section 14 of this Agreemelr! if the
failure is not cured within ten (10) business days after the nondefaulting Party gives the
defaulting Party a notice of the default.
12.12 Breach of Representation. Breach by a Party of a representation or
warranty set forth in this Agreement if such failure or breach is not cured within ttrirty (30) days
following written notice.
12.1.3 Default on Other Aereernents. Seller's failure to cure any default under the
Generation Interconnection Agreement orany other agreement betrvee,n the parties related to this
Agreement the Ge,neration InterconnectionAgreerren! orthe Facility withinthetime allowedfora
cure under such agreemeril or instnrment.
12.1.4 Insolvency. A Party (a) makes an assignment forthe benefit of its
creditors; (b) files a petition or othenrise corlmences, authorizes or acquiesces in the
commencefirent ofaproceeding or cause of actionunderany bankruptcy or similar law forthe
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 30
Meadow Creek Project Company LIC-NothPoint
protection of creditors, or has zuch a petition filed against it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (c) becomes insolvent; or (d) is unable to pay
its debts when due.
12.1.5 IUaterial Adverse Chanee. A Material Adveme Change has occurred with
respect to Seller and Seller fails to provide such performance assurances as are reasonably
requested by PacifiCorp, wiftin thirty (30) days fiom the date of such request
12.1.6 Sale to Thfud-Partv. Seller's sale of Net Ouput to an entity other than
PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Delivery. Unless excused by an event of Force Majeure (including
PacifiCorp's breach of its obligations rmder this Agreement), Seller's faih,ue to deliver any Net
Energy for three consecutive calendar months.
12.1.8 A Party othenvise fails to perform any material obligation (including but not
limited to failure by Seller to meet any deadline set forth in Section 2.2.1 through 2.2.9,but
excluding Sections 4.7 and 9.Q imposed ryon tbat Party by this Agreerrent ifthe failure is not cured
within thfuty (30) days after fte nondefaulting Party gives the defaulting Party notice of the default.
For the avoidance of doubg the faih:re of Seller to achieve the Comme,rcial Operation Date by
December 31,2012 shallnotgive riseto anEventofDeftultptnsuantto this Section 12.1.8 andfte
failure to achieve Commercial Operation Date shall be exclusive$ govemed by Section 12.1.9.
l2.l .9 Seller fails to achieve the Cornmercial Operation Date by the 91$ day
following the Delay Period CommencemettDate, provided, however, that, upon written
notice firom the defaulting Party delivered prior to the ninety-firs (91$) day of delay, this ninety (90)
day period shall be extended by an additional one hundred and fifty (150) days if(a) Sellerhas
poured the concrete foundation at each of irc planned individual wind turbine locations; and (b) Seller
replenishes Delay ttefault Security in accordance with Section I1.1.1. Seller shall continue to accrue
Delay Liquidated Darnages in accordance with Section 2.5 (Delay Price times the Delay Value) until
ttre Project achiwes Commercial Operation or this Agreement is terminated.
122 In the event of any default hereunder, the non-defaulting Parly must notiff the
defaulting Party inwriting of the circumstances indicating the default and outlining the
requirements to cure the default. If the default has not been cured within the prescribed time,
above, the nondefaulting Party may terminate thisAgreenrent at its sole discretionby delivering
written notice to the otherParty and may pursue any and all legal or equitable remedies providedby
law or pursuant to this Agreement. The rights provided in this Section 12 are ctunulative such that the
exercise of one or more rights shall not constitute a waiver of any other rights.
123 In the eve,nt this Agreement is tsrminated bocause of Seller's default and Seller
wishes to again sell Net Output from the Facility using the same motive force to PacifiCorp
following such temrination, PacifiCorp in its sole discretion may require that Seller do so
subject to the terms ofthis including but not limited to the ptrchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a written document ratifuing the terms of this Agreement.
12.4 If this Agreement is terminated as a result of Seller's default, in addition to and not
in limitation of any other right or remedy under this Agreement or applicable law (including
29
EXHIBIT 90.I
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 31
Meadow Creek Project Company U'C-NofihPoinl
any right to set-off, counterclaim, or otherwise withhold payment), Seller shall pay
PacifiCorp Ouput Shorfall Damages for a period of eighteen ( 1 8) months ftom the date of
terrninationpius the estimated administrative cost to acquire the replacement power. The
Parties agree that the damages PacifiCorp would incur due to temrination resulting from Seller's
default wouldbe diffrcult or impossible to predict with certainty, and that the damages in this
Section 12.4 are an appropriate approximation of such damages.
lX Recoupment of Damages.
(a) Default Securitv Available. If Seller has posted Default
Security, PacifiCorp may draw upon that security to satisfu any damages, above.
O) Default Securitv Unavailable. If Seller has not posted Default
Security, or if PacifiCory has exhausted the Default Security, PacifiCorp may collect any remaining
amount owing by partially wit}holding future pal,ments to Seller over a reasonable period oftime.
PacifiCorp and Seller shall work together in good fai*r to establish the period, and monthly
amounts, of such withholding so as to avoid Seller's default on its commercial or financing
agreeme,nts necessary for its continued ope,ration oftlre Facility.
12.6 Upon an event of default or ffinindiurevent resulting from default under this
Agreement in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise
withhold payment), the non{efrulting Party may at its option set-ofl against any amounts owed to
the defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreemen(s) bet'ween the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the exte,lrt of any such set-off The nondefaulting Party shall grve the defaulting Party
written notice of any set-ofi but failure to give such notice shall not affect the validity of the set-
off.
12.7 Amounts owed by Seller pursuant to this Section 12 shall be due within five
(5) business days after any invoice from PacifiCorp for the same.
SECTION 13.
13.1 lndemnities.
INDEMNIFICATION: LIABILITY
13.1.1 Indemnitv by Seller. Seller shall release, indemnifi and hold harrnless
PacifiCorp, its directors, officers, agents, and representatives against and from any and all
loss, fines, penalties, claims, actions or suits, including costs and attorney's fees, both at frial and on
appeat resultng frronr, or arising out of or in any way connected with (a) the energy delivered by
Seller under this Agreement to and at the Point of Delivery, 0) any facilities on Seller's side
of the Point of Delivery, (c) Seller's operation and/or maintenance of the Facility, or (d) arising
from Seller's breach of this Agreement, including without limitation any loss, clainl action or suit
for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or
destruction or economic loss of properly belonging to PacifiCorp, Seller or others, excepting
only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of
PacifiCorp, its directors, officers, employees, agents or representatives.
EXHIBIT 901
CASE NO. IPC-E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,20'14 Page 32
30
Meadow Creek Project Company LIC-NofthPoi*
13j2 Indemdtv by PacifiCorp. PacifiCorp shall rclsase, indemnify and hold
harmless Seller, its directon, officers, agents, lenders and representatives against and from any and
all loss, fines, penalties, claims, actions or suits, including costs and attomey's fees, both at tial and
on appeaf res,ulting fron1 or arising out of or in any way connected with the €nergy delivered by
Seller tmder this Agreement after the Point of Delivery, including without limitation any loss, claino,
action or zuig for or on account of injury, bodily or otherwise, to, or death o{ persons, or for damage
to, or destuction or economic loss of property, excepting only such loss, claim, action or zuit as
may be caused solely by the fault or gross negligence of Seller, its directors, office,rs, ernployees,
agents, lenders or representatives.
132 No Dedication. Nothing in this Agreement shall be construed to create any
duty to, any standard of care with reference to, or any liability to any person not a Party to
this Agreement. No undertaking by one Party to the other under any provision of this
Agreement shall constitute the dedication of that Party's system or any portion thereof to the
other Party or to the public, nor affect the status of PacifiCorp as an independent public utility
corporation or Seller as an independent individual or entity.
133 No WarranW. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by
PacifiCorp and PacifiCorp makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safet;r,
durability, reliability, stength, capacity, adequacy or economic feasibility.
13.4 CONSEOTIENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLI.JDED IN TTM LIQUIDATED DAMAGES, DELAY DAMAGES,
OR OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO TI{E OTIIER PARry FOR
SPECIAL, PLNITIVE INDIRECT, DGMPI.ARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT,
TORT (INCLUDING NEGUGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
SECTION 14.INST]RANCE
l4.l Certificates. Prior to connection of the Facility to the System, Seller shall
secure and continuously carry insurance in compliance with the requirements of this Section.
Seller shall provide PacifiCorp insurance certificate(s) (of "ACORD Form" or the equivalent)
certi$ing Seller's compliance with the insurance requirements hereunder. Commercial
General Liability coverage writte,n on a "claims-made" basis, f *y, shall be qpmifically identified on
the certificate. If requested by PacifiCorp, a copy of each insurance policy, certified as a tue copy
by an authorized representative of the issuing insurance company, shall be fumished to
PacifiCorp.
142 Required Policies and Coveraees. Without limiting any liabilities or any other
obligations of Seller under this Agreement, Seller shall secure and continuously carry with
an insurance company or companies rated not lower than "A-:VII" by the A.M. Insurance
Reports ttre insurance coverage specified below:
l42l Commerrcial General Liability insurance, to include contractual liability,
with a minimum single limit of $1,000,000 per occurrence to protect against and from all loss
31
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 33
Meadow Creek Project Company LlC-NorthPoint
by reason of injury to persons or damage to property based upon and arising out of the activity
under this Agreement.
1422 All Risk Property insurance providing coverage in an amount at least
equal to 80% of the replacernent value of the Facility against "all risks" ofphysical loss or damage,
including coverage for earttr movunent floo{ and boiler and machinery. The Property policy may
contain separate sublimit and deductibles subject to insuzurce company rmderwriting guidelines.
The Risk Policy will be maintained in accordance with terms available in the insurance market
for similar facilities.
l4j The Commercial General Liability policy required herein shall include
(i) provisions or endorsements naming PacifiCorp, its Boaxd of Directors, Officers and enrployees
as additional insureds, and (ii) cross liability coverage so that the insurance applies
separately to each insured against whom claim is made or zuit is broughg weir in instances where
one inswpdclaims against or sues another insured.
144 All liability policies required by this Agreement shall include provisions that
such insurance is primary insurance with respect to the interests of PacifiCorp and that any
other insurance maintained by PacifiCorp is excess and not contributory insurance with the
insurance required hereunder, and provisions that such policies shall not be canceled or their limi*
of liability reduced without (i) ten (10) business days prior written notice to PacifiCorp if canceled
for nonpayment of premium, or (ii) thirty (30) business days prior written notice to
PacifiCorp if canceled for any other reason.
14.5 Commercial General Liability insurance coverage provided on a "claims-made"
basis shall be maintained by Seller for a minimum period of five (5) years after the
completion of this Agreerrent and for such other length of time necessary to cover liabilities arising
out of the activities under this Agreement.
SECTION 15.FORCE MAJEURB
15.1 As used in this Agreement, "Force Majeure" or "an event of tr'orce
Majeure" means any cause beyond the reasonable control of the Seller or of PacifiCorp
which, despite the exercise of due diligence, zuch Party is unable to prevent or overcome. By
way of example, Force Majeure may include but is not limited to acts of God, flood, storms,
wars, hostilities, civil strife, strikes, and other labor disturbances, eartlrquakes, fires, lightring,
epidemics, sabotage, restraint by court order or other delay or failure in the performance as a result
of any action or inaction on behalf of a public authority which is in each case (i) beyond the
reasonable control of such Purty, (ii) by the exercise of reasonable foresight such Party could
not reasonably have been expected to avoid and (iii) by the exercise ofdue diligence, such
Party shall be unable to prevent or overpome. Force Majeure, however, qpecifica[y excludes the
cost or availability of fuel or motive force to operate the Facility or changes in market conditions
that affect the price of energy or transmission. If either Party is rendered wholly or in part unable
to perform its obligation rmder this Agreement because of an event of Force Majeure, both Parties
shall be excused from whatever performance is affected by the event of Force Majeure,
provided that:
l5.l.l the non-performing Party, shall, as soon as practicable but no later than wi0rin
two (2) weeks afterthe occrurence of the Force Majeure, give the other Party written notice
32
EXHtBtT 90'l
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2014 Page 34
Meadow Creek Project Company Ll,C-NorthPoint
describing the particularc of the occurrence, including the start date of the Force Majeure, the
cause of Force Majeure, whether tre Facility rerrains partially opemtional and the expected end date
ofthe Force Majeure;
15.12 the suspension of perfomrance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
15.13 the non-performing Party uses its best efforts to remedy ia inability to
perform; and
15.1.4 the non-perfoming Pafty strall provide prompt written notice to the other
Party at the end of the Force Majeure went detailing the end date, cause thermf damage caused there
by and any repairs tlrat were required as a result of the Force Majeure eve,lr! and the end date of the
Force Majeure.
15.2 No obligations of either Parfy which arose before the Force IUajeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Party shall be required to seffle any strike, walkout, lockout or other
labor dispute on terms which, in the sole judgment of the Party involved in the dispute, are contary to
the Party's best interests.
SECTION 16. SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
parbrership or joint venture 611s impose a tnrst or parbrership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly
and severally liable for Seller's obligations under this Agreement.
SECTION 17.CHOICE OF LAW
This Agreerrent shall be and enforced in accordance with the laws of the state of Idaho,
excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 18. PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws goveming the subject matter of this
Agreement. If any of the terms of the Agreement are finally held or determined to be invalid,
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finalIy held or determined to be invalid, illegal
or void, the Parties shall enter into negotiations conce,nring the terms affected by such decision for
the purpose of achieving conformity with requirements of any applicable law and the intent
of the Parties to this Agreement.
SECTION 19.WATVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreementorwithrespect to any othermatters arising inconnectionwiththisAgreemelrtmustbe in
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2014 Page 35
33
Meadow Creek Project Company U'C-Nottlr Poittt
writing, and such waiver shall not be deemed a waiver with reqpect to any subsequent default or
other matter.
SECTION20. GOVERNMENTALJURISDICTIONANDAUTHORIZATIONS
PacifiCorp's compliance with fte terms of this Agreement is conditioned on Seller's submission to
PacifiCorp prior to the C-omme,rrcial Opemtion Date of copies of all 1oc4 state and fede,ral licenses,
penrrits and other approvals as then may be required by law for the constuction, operation and
maintenance ofthe Facility. Failure to maintain such lawful status afterthe Commercial Operation
Date strall be an eve,nt of defrult, subject to Section 12.
SECTION 21. SUCCESSORS AI\[D ASSIGNS
2l.l This Agreement and all ofthe terms andprovisions hercof shallbebinding rponand
inureto thebenefit of the respective successors and assigns of the Parties hereto, except that
no assignment hereofby either Party shall become effective without the written consent of both
Parties being first obtained. Such conse,nt shall not be rmreasonably withhel{ provided that the
Parties agree that commercially reasonable written amendments to the Exhibits to this
Agreement and such other written updates to the information contained therein related to the
Facility may be made in the event of any assignment of this Agreement pursuant to the terms
of this Section 2l . 1 . Notwithstanding tlre fint sentence of flris Section, (a) any entity wittr which
PacifiCorp may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and
without need of consent or approval by the Seller, succeed to all of PacifiCorp's rights,
obligations, and interests under this Agreement and (b) Seller shall have the right to assign
this Agreement, subject to PacifiCorp's written consent, which consent shall not be
unreasonably withheld or delayed, for collateral security purposes to one or more financing
entities (or a collateral agent acting on their behalf) providing financing to Seller for the
Facility, in which event PacifiCorp agrees to provide a written consent in favor of Seller's
financing entities in forrn and substance similar to consents executed by PacifiCorp in
connection with non-recourse project fllansings. This article shall not prevent a financirg
entity withrecorded or secured rights from exercisi.g all rights and remedies available to it under
law or contract. PacifiCorp shall have the right to be notified by the financing entity that it is
exercising such rights or remedies and all such other rights as provided in the written
consent.
2l .2 Notwithstanding Section 2l .l , if, as of Decemb er 3L , 2012, Seller has not
achieved Commercial Operation, then Seller shall have the right to to terminate this
Agreement by providing written notice of termination to PacifiCorp on or before January 5,
2013. Upon PacifiCorp's receipt of written notice of termination from Seller, the Original
PPA shall automatically be deemed to be reinstated and in full force and effect. Upon such
terrnination, PacifiCorp shall retum the Delay Security to Seller and Seller shall have no
further liability or obligations of any kind under this Agreement.
21.3 Seller and all successors and assigns acknowledge that this Agreement is in
part the result of a settlement stipulation between PacifiCorp, CCW and the Staffof the
Idaho Public Utilities Commission that was approved by the Idaho Public Utilities
Commission is Case Nos. PAC-E-I1 -01 through PAC-E-I1-05 (the "Stipulation"). This
Agreement is subject to, and incorporates, the terms of the Stipulation.
34
EXHIBIT 901
GASE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 36
Meadow C reek Proj ect Company lJ,C--Norlh Point
SECTION 22. ENTIRE AGREEMENT
22.1 This Agreernent supexrsedes all prior agreeinents, proposals, rcpresentations,
negotiations, discussions or letters, whether oral or in writing, regarding PacifiCorp's
purchase of Net Output from the Facility. No modifrcation of this Agreement shall be
effective unless it is in vniting and signed by both Parties.
22.2 By executing this Agreement each Party releases the other from any claims,
known or unknown, that may have arisen prior to the execution date of this Agreement with
respect to the Facility and any predecessor facility proposed to have been constructed on the
site of the Facility.
SECTION 23. NOTICES
All notices except as othenvise provided in this Agreement shall be in writing, shall be directed as
follows and shall be considered delivered if delivered in person or when deposited in the
U.S. Mail, postage prepaid by certified or registered mail and retum receip requested.
Notices PacifiCorp Seller
All Notices PacifiCorp Meadow Creek Project Company LLC
83 S. King Street, Suite 200
Seattle, WA 98104
825 NE Multnomah Steet Portland,
oP.97232
Attr:ContractAdministation, Attn:JoanHutchinson
Suite 600 Phone: [phone]
Phone:[phone] Facsimile: 503-296-5450
Facsimile: (503) 813- E-mail: [e-mail]
6291E-mail:
Duns:00-790-9013 Duns: [TBD]
Federal Tax ID Numben 93424ffi0 FedemlTar IDNurnber 80-0326448
Notices PacifiCorp Seller
All Invoices: Atbr: Back Office, Suite Athr: Lindsay Whitney
700 Phone:[phone] Controller
Facsimile: (503) 813 -5580 Phone: [phone]
Email: [e-mail]
Scheduling: Atr Resource Planning Suito 600 Attrr: JoanHutchinson
Phone: (503) 813 - 6090 SVP-Origination&Ma*eting
Facsimile: [phone] Phone:[phone]
jhutchinson@r1-e,rlcom
EXHIBIT 901
CASE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2011 Pagc 37
35
Payments:
WlireTrander:
Credit and
Collections
WiftAd&lional
Notices of an
EventofDefauft
or Potential
EventofDefauh
to:
Atbr: Back Office, Suite
700 Phone:(503)8 I 3-5578
Facsimile: [phone]
Bank One N.A.
To be provided in separate letter ftom
PacifiCorp to Seller
Atln: Creditl\4mager, Suite 700
Phone:[phone]
Facsimile: [phone]
Ath: PacffiC-orp Gene,ral C-ousel
Phone:(503)8 I 3-5029 Facsimile:
(s03) 813-6761
Meadow Creek Project Company LlC-NorthPoirt
Attn: Lindsay Whitney
Controller
Phone: [phone]
Email: [e-mail]
Attn: Lindsay Whitney
Controller
Phone: [phone]
Email: [e-mail]
Attn: Lindsay Whitney
Controller
Phone: [phone]
Email: [e-mail]
Atbr: Legal Departuent
Email: [e-mail]
Phone: [phone]
EXHIBIT 901
CASE NO. IPC-E-1T22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
The Parties may change the person to whom such notices are addressed, or their addresses,
by providing written notices thereof in accordance with this Section.
36
February 7,2014 Page 38
Meadow Creek Projea Company LLC-{,ldhPer
_L
In WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of
the date first above written:
PACIFICORP,
an Oregon corporation
EXHIBIT 901
CASE NO.IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 201.f Page 39
MEAI}OW CREEK PROJECT
COMPANYLLC
a Delawarc limitod liability company
-DE,r,lNrS
7 X1
37
Meadow Creek Project Company LLC---I,[ulh Poinr
DESCRIPNON OF SELLER'S FACILITY
Selleds Facility consists of 38 wind tuftine generator(s) manufactured by Suzlon. More
specifrcally, each generator at the Facility is described as:
Type (qmchronous or inductive): Asynchronous with Inverter
Mode} Suzlon 597-2.1
Numberof Phases: Three
Rated Ou@ut (k\M): 2,100 Ratd Output (kVA): 2,234kyA
Ratd Voltage (line to line): Line side converter: 600V, machine side converter: 600V
Rated Curent Line(A): Line side converter: 500A, machine side converter:435 A
Maximum kW Output: 2100 kW Maximum kVA Outpat:2234kYA
Minimum kW OuQut: _@-_W
Manufacturer's Published Cut-in Wind Soeed: 3.5 meterVsecond
Facility Capacity Rating: 79.800 kW at or above rated wind speed and below cut-outs@
MaximumFacffiDeliveryRate: 2q"800 kW atPacifiCorp Goshen
Substation at 161 kV
Maximum GIA Delivery Rate 119.700 kW [mmbind wit]r t]re other Ridgeline
Projects descriH in Addendum Ll
Identiry the ma;rimum output of the generator(s) and describe any differences betureen that
output and the Nameplate Capacity Rating: Maximum generator output is 2100 kW (same as
Nameplate Capacity Rating)
Station senice requirements, and other loads served by the Facility, if any, arc described
as follows: Station se,nrice requirements consist of Ridgeline Enerry Ope,rations and
Maintenance building loads, turbine standby loads, and tuftine cutout loads. Average turbine
standby load for North Point is approximately 45-60 kW. Cutout loads would be ffiequent
and not concurrent with standby loads.
Location of the Facility: The Facility is located in Borureville County, Idaho. The location
ismoreparticularlydescribdasfollows:43'33.895'Latitude, ll1'48.313'Iongitude
WGS84. locations of each turbine tower relative to ot]rer qualifying facilities owned by the
same entity showing compliancewith the spacingrequirements in 18 C.F.R $292.204 ue
attached hereto.
Power factor requirements:
Ratd Power Factor (PF) or reactive load (WAR): 0.94 Leading to 0.94 Lagging
Seller has p'rovided a copy of manufactureds Power Curve for the Suzlon 597 -2.1 . PacifiCorp
maintains the power curve in its files pursuant to a Non-Dsclosure Agreement between
PacifiCorp and Seller
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7,2014 Page 40
A-l
1.
2.
Meadow Creek Project Company LLC--lWtPobt
E)C{IBIT A - Attachments
Nonth Point Wind Fmn Site lvlap
Dstance Between Wind Tubines ofAdjacent Qualifying Facilities
EXHIBIT 901
CASE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 11
39
NORTH POINT PROJECT AREA, BONNEVILLE CO-. ID CCNFIDENTIAL
f,P16o tptr
xPt trP3 .
xp4tlP2'xPsatxPztr64
xPa. xPga trProa
reo .fPt3
f,P7 trPXNP3t
tPrs
f,Plao nPztap3
t rprg
frt. Fr6 5.o" . j_.
a
Ftl tr17aa
Jo[YlHtu suB
NORTH POINT PROJECT AREA &PROPOSED SOMW TURBINE LAYOUT
L€g6nd
ff uoefx eorlrT PRoJECT BoutloARY r Proposed Subsrfton Locdion
-
Stde Highway
p rve er'res eRoJEcr BouNoARY -.-rr Proposed Interconned Routes
-
Minor Road
. PoposodTutbineLo€tions(60MW) +115kV-161kV
-LocalRoad. Proposed Turbine Loeiion {40MW}
H.HxlH$ditrirr.ffi*lli,r#Hifi'# RIOG€LIN€GF. lnD .a4. ! .* Br. !.r., r.-o
Meadow Creek Project Company LLC---1,{orth Point
EXHIBIT 901
CASE NO. IPC.E.1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2011 Page 12
40
Meadow Creek Project Company LLC-*brfiPott
The table belo/ llsts the distance bet\,veen turbines in sepanate Qualiffing Facililies.
EXHIBIT 901
D. N E LS.N, M EADow cRE
= ^
r*Sf=t"lt%j,ifi i-J
t-f6
February 7, 2014 Page 43
Meadow Creek Project Company LLC--llot'th Poinl
E)ilIIBITB
POINT OF DELIVERY / PARIIES' INTERCONNECTION FACILITIES
[Seller has provided ttre following single line drawing of the Facility interconnection facilities
includingmeteringpoints usedto calculateNet Output and anytransmission facilities on Selle,fs
side of the Point of Delivery.l
The Point of Delivery is the PacifiCorp l61kV bus at the Goslren substation. The Metering
Pointis ftrehigh side ofthe 34.5-16lkv step up tansformer atMeadow Creek substation.
The meters will be compensated for losses to the Point of Delivery.
North Point and Five Pine will share the Meadow Creek 34.5kv-16lkV collector substation.
Each project will have 34.5kV bneakers that will connect to a common 34.5kV bus. The bus will
connect to a single 34.5-l6lkv Power Transformer, 161kV breaker, metering equipment line
disconnectswitchand a 5 mile 161kV transmission line to the Jolly Hill Substation.
EXHIBIT 901' CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7,2014 Page 41
42
Meadcnv Creek
To Jolly Hill Sub
^'5 mile, 161kV
Meadow Creek Sub
81/108/135t\4VA t
1611U.5t13.8kV -_o-s
34.skv
I
L
To Five
10WTGS
39
I
Pines ll
9WTGS
Sfi/tln/
ii
To Norh Point ll9WTGs 9WTGs
79_8nfi '
l0WTGs l0WTGs
t{overnber 27. 2011
EXHIBIT s)1
cAsE NO. \PC-E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2011 Page 15
43
Meadow Creek Project Company LLC---I lortlt Poinl
EXHIBIT 901
CASE NO. IPC.E-1?.22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7 ,2O'14 Page 16
44
EXHIBIT C
REQUIRED FACIUTY DOCLIMENTS
Qualifying FacilityNumberto be obtained from FERC
The following Docurnents are required pnor to delivery of any output from the Facility:
Generation Interconnection
Agreement permitting Seller urccess to shared interconnection facilities
koperty rights required to maintain and operate the Project in accordance with this
Agreement (site leases, transmission easements, etc).
The following Permits me required on or before the milestone date specifid in Section 2.2.1.
Federal Aviation Administration Determination of No Hazard Bonneville County
Special Use Permit Crossing agreements withparties otherthanPacifiCorp Transmission
EXHIBIT 901
CASE NO. IPC-E.1Y22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 47
EXIIIBITI)
SUBSEQUENT ENERGY DELMERY SCHEDULE
North Point Wind Proiect
Scheduled Monthly Enerry
Delivery AvekWmo
Januarv 2t-405.435 28-728
Februarv 17.789.164 26-494
March 24.579.t89 33.037
Aoril 19.941.059 27 -691
Mav 22-123.757 29-686
-Iune 17 -864.218 24 738
Julv 16-469.162 22.105
Ausust 18.120.502 24-339
Sentember 16-867.192 23.461
Octoher l8-958 1s2 2s.s36
November 22.001.6?4 30-s63
December 22.364.385 30.085
TOTAL:238,483,850 27,205
Planned Outaees. Seller will provide a Planned Outage schedule arurually not to exceed 150
hours per year.
D-1
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
February 7,2014 Page 48
Meadow Creek Project Company LLC-NodtPoint
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limited to:
l. Test ofmechanical and electical equipnnen!2. Calibration ofall monitoring instnrments;3. Operating tests of all valves, operators, motor stafters and motol4. Alarms, signals, and fail-safe or qystorn shutdown confrol tests;5. Poinfto-point mntinuity tests;6. Bench tests ofprotective dwices; and7. Tess required by manufacturers) and designer(s) of equipment.
Required start-up tests are those checks and tests necessary to determine that all features .
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are
not limited to:
1. Turbindgenemtormechanicalnl:s andfunctionality;2. System opemtion tests;3. Braketes$;4. Energizationofnansformem;5. Synchronizing tesb (rnanual and auto);6. Exciation and volage regulation operation tests;7. Autostop/startsequence;8. Completion of any state and federal environme,ntal testing requirements; and9. Tests required by manufactwer(s) and designer(s) of oquipment
For wind projects only, the following Wind Turbine Generator lnstallation Checklists are required
documents to be signed offby Manufacturer or Subcontract Category Qsmmisslening Personnel
as part of the Commissioning and startup l6sting:
Turbine Installation
Foundation Inspection (by Ownet's independeirt inspector)
ContollerAssembly
PowerCables
CablehstallationChecklissincluding: Confioller
Top Deck/Yaw DeckTower
Top Section/SaddleMd
Section Cables or buss bars
Base Section
TowerBase Section
Tower Lights and Outlets
TowerMid Section
TowerTop Section
Nacelle &Rotor
EXHIBIT 901
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2O14 Page 49
EXHIBIT F-I
MCIII\mFORCEPI-AI.I
WIND SPEED DATA SUMMARIES & HOI]RLYWIND PROFILE
Ft-1
EXHIBIT 901
CASE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 50
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ExhibitF2
Del€td
Meadow Creek Project Company LLC---lrlodt Point
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 53
5l
Meadow Creek Project Company LLC--NorlhPoint
EXHIBIT G
SAMPLE ENERGY PURCHASE PRICE CArcUI-ATIONS
The following arc samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-levelized purchase price during an On-Peak Hour in l|l{ay of 2012
equals $60.24lIvIWh (the2012 arurual rate for Conforming Enerry) multiplied by 92% (0.92)
(ttre May On-Peak Hour multiplier) minus $6.50/lVIWh (the wind integration cost), which equals
$48.92llvtwh.
Table l.: Sample calculations for nonJevelizod On-Peak Conforming Enerry n2012: Purchase
Price: (annual rate * monthly On-Peak multiplier) - wind integration cost.
Month Conforming
Energy
AnnualRate
for 2012
(perMWh)
On-Peak
Hour
Muftiplier
Wind
Integratior
Cost
Calculated Purchase
Price for 20l2On-
PeakConfonning
Enerry (perMWh)
January $60.24 103%$6.s0 $s5.ss
Februarv s60.24 105%s6.s0 ss6.7s
March $60.24 950 $6.s0 $s0.73
April s60.24 9s%s6.50 $50.73
Mav s60.24 92o/o $6.s0 $48.92
June $60.24 94%$6.s0 $50.13
July $60.24 t2t%$6.s0 $66.39
Ausust $60.24 t2t%$6.s0 $66.39
September s60.24 t09%$6.s0 $s9.16
October s60.24 rt5%$6.s0 s62.78
November $60.24 rt0%s6.s0 $s9.76
December $60.24 r29%$6.s0 $7r.21
Table 2: Sample calculations for nonJevelized Off-Peak Conforming Enerry n2012: Purchase
Price: (annual rate * monthly OflPeakmultiplier) - wind integration cost.
Month Conforming
Energy
AnnualRate
for 2012
(perIvIWh)
Off-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2012otr-
PeakConforming
Energr (perMWh)
Januarv $60.24 94o/o $6.s0 s50.13
February $60.24 97%$6.s0 $s 1.93
March s60.24 80o/o $6.s0 s41.69
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7 ,2014 Page 54
52
Month Conforming
Enerry
Annual Rate
for 2012 @er
Nrwh)
Off-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2012 Otr-
Peak Conforming
Energy (per MWh)
April $60.24 76Yo $6.s0 s39.28
May s60.24 63o/a $6.s0 $31.45
June $60.24 65%$6.50 s32.66
July $60.24 g20h $6.50 $48.92
August $60.24 lO6Yo $6.s0 $s7.35
Septerrber $60.24 ggoh $6.s0 $s3.14
October $60.24 l05Yo $6.s0 $56.75
November s60.24 960/0 $6.50 $s 1.33
December s60.24 l20Yo $6.s0 $65.7e
Meadow Creek Project Company LLC---tlorth Point
EXHIBIT 901
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7, 2014 Page 55
53
Meadow Creek Project Company LLC-&rthPoin
EXHIBIT H
Seller Authorization toRelease Generation Data to PacifiCorp
Ridgeline Energy LLC
1300NNorthlake Way
Seattle WA98103
Director, Transmission Scrvices
PacifiCorp
825 NE Multnomab, Suite 1500
Portland, OR 97232
29Nove,mbq,20ll
To Whom it lvlay Conce,m:
Ridgeline Energy LLC, on behalf of Meadow Creak Project, ("Seller") hereby volunarily
authorizes PacifiCorp's Transmission business unit to share Sellcds interconoectioo information
with Marketing Affiliate employees of PacifiCorp Energy, including but not limited to those in
the Commercial and Trading group. Seller acknowledges that PacifiCorp did not provide it any
preferences, either operational or rate-relatcd, in exchange for this voluntary conseot.
Joan Hutchinson
SVP
Ridgeline Energy LLC
EXHIBIT 9OI
cAsE NO. IPC-E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
February 7,2014 Page 56
EXHIBIT 902
CASE NO. IPCE-13-22
D. NELSON, MEADOW CREEK PROJECT
COMPANY LLC
Meadow Creek Project Company U.C--FrwPine
AIVIMIDu) AI\D RE.SIAIED FOWER. PT]RCHASE AGRTT]I{n\T
BETWEEN
MEADOW CREEK PROJECT COMPAIYY LLC
AI.ID
PACIFICORP
Rdating to Five Pine koject, atr rU) to 40 IVIW Wind Tirbine Generation koject
anorfuele{ on-systm,IntermittentResourcewiftMechmicalAvailabilityGurmee,
Idaho Qualifyiag Facility
(D ExHrBrr eo2
CASE NO. IPC.E-1}22
D. NELSON, MEADOWCREEK PROJECT COMPAI.IY LLC
2ftl12011Page 1
Meadow Creek Project Company U,C--Fivefrra
TableofC.orfrenb
SECTTON 1. DEFIMTIONS ............ ........................2
SECTION 2. TERM; COMMERCIAL OPERATION DATE ........................9
SECTION 3. REPRESENTATIONS AND WARRANTIES .......................13
SECTION 4. DELwERY OF POWE& AVAILABILTTY GUARANTY ..................... l 5
SECTION 5. PURCHASE PRICES .....I8
SECTTON 6. OPERATION AND CONTROL.......... ................20
SECTION 7. MOTTVE FORCE...,. ,.....23
SECTION 8. GENERATION FORECASTING COSTS...... .....23
SECTION 9. METERING: REPORTS AND RECORDS.......... ..................24
SECTION 10. BILLINGS. COMPI.J"TATIONS AND PAYMENTS.................................26
SECTTON 11. SECtruTy .....................27
SECTION 12. DEFAULTS AND REMEDIES ........28
SECTION 13. INDEMMFICATION: LIABILITY ....................30
SECTION 14. INSURANC8................ .....................31
SECTION 15. FORCE MAJEURE ........32
SECTTON 16. SEVERAL OBLrGATrONS........... ......................33
SECTTON 17. CHOICE OF LAW .........33
SECTION 18. PARTIAL INVALIDITY............. .,...33
SECTION 19. WAIVER .....33
SECTION 20. GOVERNMENTAL JURISDICTION AND AI-NHORZATIONS ......... 33
SECTION 21. SUCCESSORS AND ASSIGNS .......33
SECTION 22. ENTIRE AGREEMENT ....................34
SECTTON 23. NOTICES.. ......................35
(i) ExHrBrr eo2
CASE NO. IPCflE]13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n120'14 Page 2
Meadow Creek Proj ect Company UX-Five Pirc
AIVIU\DH) AI{D RESTATED FO\I/M. PURCEAST AGRE,UIIE\T
THIS AIV{ENDED AM RESTATD POU/ER PURCHA,SE AGREEME}IT, rdding b Ft\1E
PII{q frrrryb4Mwwirdtubinegermdionproject, entered into this{tay of lanuary,2Ol2,
is betweeri Meadow Creek Project Company LLC, a Delaware limitd liability onrpmy (tre
'Sellet') and PacifiCorp, an Oregon corpordion acthg in ib merdant firnction capacity
(?acifiCorp ). Seller ild PacifiCorp are referred to collectively as the "Psrties" and
individually as a "Ptrty".
REiCITAIS
A Cedar Creek Win4 Lrc (CCIIP) and PacifiCorp entered into that c€rtain Power
Puchase Agreement dded as of December l4,20ll (the'Original PPtr), pursuant to which CCW
has bee,n grantod the right to assign fte Orignal PPA to ur affiliate of Ridgeline Enogr, LIC.
B. CCW has elected to exercise i6 right to assign the Original PPA to Seller, an affiliate
of Ridgeline Eneqgl, LLC, and pursuant to the terns of the Original PPd effective rpon such
assigrnneng ttre Original PPA is to be amended ard testated ontheterrns s€t forrth inthis Agreerrant
C. Seller interds to consEuct, own, operate and maintain a wird fr"ility, including
Seller's lntermnnection Facilities, for the generation of slec{ric power located in Idalro, wit}r ar
ex@ed Facility @acity Rating of up to 40 megawatts as fiffher descrfud in Exhibit A and
Exhibit B ('Facllity").
D. Seller has secured rights to deliver oulprS fiom ib Facility to PacifiCorp across the
intermrurection and other facilities as furttrer dmcnbed in Addendum L.
E Seller intends to opoate the Facility as a Qualifing Facility, as such term is
defined in Sestion 1.59 below, and to sell Net ftrtprs to PacifiCorp in ldaho.
F. Seller estimates tbat fie average amual Net Oryut Oased on tlre morimum cryacity
of 4O mepwds) to be delivered by the Facility to PacifiCorp is 1 09,01 1 ,62 I kilowaff horus (kWh)
(Average Annual Nef OuQuf) pusutrrt to the Initial Year Energr Delivoy Schedule in Section
4.3, I , lvhich unount of e,nerry PacifiCorp will include in its resouroe planning,
G Seller intends to sell and PacifiCorp int€nds to purchase all the Nd or&ut firom trre
Facility in acoo,rdane with the ternn and onditisns ofthis Agreernent.
H. PacifiCorp intends to designare Seller's Facitty as a Netwoft Resource for the
purposes of serving Network Load.
L This Agreerrent is a'T.{ew QF Contact" r:oder the PacifiCorp krter-Jurisdictional
Cost Allocation Revised Protocol.
J. Seller has authorized Transrnission Provider to release generation data to
PacifiCorp. If yes, the authorization is attached as Exhibit II.
NOrW,THEREFORE,thePrtiesm;firallyagreetomendmdrestdedtreOriginal PPAto
r€ad in its entirrely as follows:
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 3
SECTION 1.
Meadow Creek Project Company ILC-FiwPtue
DEFINITIONS
WhenusedinthisAgrcemeng the following terms shallhave the followingmeanings:
1.1 'a.rbuilt Supplemenf' shall be a zuppleme,nt to Exhibit A, provided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
12 "Availabilit5r" means, for any Billing Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the turbine-minutes in which each of the Wind
Turbines at the Facility was available to generate at the Maximum Facility Delivery Rate
during the Billing Period over (y) the product of the number of Wind Turbines that comprise
the Facility Capacity Rating as of Commercial Operation multiplied by the number of
minutes in such Billing Period. A Wind Turbine shall be deemed not available to operate
during minutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in
"run" status and faulted; or (c) otherwise not operational or capable of delivering at the
Maximum Facility Delivery Rate to the Point of Delivery; unless if unavailable due solely to
(i) a default by PacifrCorp; (ii) to the extent not caused by Seller's actions, a curtailment in
accordance with Section 6.3 or (iii) insuflicient wind (including the normal amount of time
required by the generating equipment to resume operations following a period when wind
speed is below the Cut-In Wind Speed).
13 "Billing Period" means the time period between PacifiCorp's reading of its
power purchase meter at the Facility, which for this Agreement shall coincide with calendar
months.
1.4 '6CAlVlT)" means the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator, or any state or federal entity given jurisdiction
over a program involving Green Tags or any attribute thereof.
15 "Commercial Operation" means that not less than the90%o of the expected
Facility Cryacity Rating is flrlly opemtional and reliable andtre Facility is fully interconnectd fully
irrt"gut 4 and synchronized with the Syste4 all ofwhich shall be Seller's reqponsibility to receive
or obtain, and which occurs when all of the following events (i) have occurred, and (ii)
remain simulaneously tue and accurate as of the date and mome,nt on which Seller gives
PacifiCorp notice that Commercial Operation has occurred:
1.5.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacrty Rating of the Facility at the
anticipated time of Commercial Operation and (b) stating that the Facility is able to generate
electic power reliably in amormts rcquirod by this Agreement and in accordance with all other terms
and conditions of this Agreement.
1.5.2 Start-Up Testing of the Facility has been completed in accordance
with Exhibit E.
1.5.3 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attorney in good standing in Idaho, or a letter from
Transmission Provider, stating that, in accordance with the Generation Interconnection
Agreement, all required interconnection facilities have been constructed, all required
)
EXHIBIT 902
D. NELS.N, M EADow cRE.* r*31=t1*&,fti=^ l ftr
21POUPage 4
Meadow Creek Project Company Llf--{nc Pine
interconnection tests have been completed and the Facility is physically interconnected with
the System in conformance with the Generation lnterconnection Agreement and able to
deliver energy consistent with the terms of this Agreement, and the Facility is fully
integrated and synchronized with the System.
1.5.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attomey in good standing in Idaho, stating that Seller
has obtained all Required Facility Documents and, if requested by PacifiCorp in writing,
Seller shall have provided copies of any or all such requested Required Facility Documents.
1.5.5 Seller has complied with the security requirements of Section I 1.
1.5.6 Network Resource Designation and Transmission Service Request,
(i) PacifiCorp has received confirmation from the Transmission Provider that the Facility has
been designafed as a Network Resource and (ii) PacifiCorp has received confirmation from the
Transmission Provider that the transmission service request has been granted in sufficient
capacity to meet or exceed the Maximum Facility Delivery Rate and the Seller has paid all
costs associated with any requirements of the hansmission service requesl
16 "Commercial Operation Date" means the date, as designated by PacifiCorp
pursuant to Section 2.4,the Facility first achieves Commercial Operation.
1.7 "Commission" means the Idaho Public Utilities Commission.
1.8 "Conforming Energy" means all Net Energy except Non-Conforming
Energy.
1.9 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commencing at 00:00
hours Pacific Prevailing Time ("PPT") on January 1 and ending on 24:00 hours PPT on
December 3l; provided, however, that the first Contract Year shall commence on the
Scheduled Commercial Operation Date and end on the next succeeding December 31, and
the last Contract Year shall end on the Expiration Date, unless earlier terminated as provided
herein.
1.11 "Cut-in Wind Speed" means the wind speed at which a stationary wind
turbine begins producing Net Energy, as specified by the turbine manufacturer and set forth
in Exhibit A.
l.l2 "Default Security" shall have the meaning set forth in Section 11.2 of this
Agreement.
1.13 "Delay Liquidated Damages", "Delay Daily Minimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set forth in Section 2.5 of this
Agreement.
l.l4 "Delay Period Commencement Date" means October 1,2013.
EXHIBIT 902
CASE NO, IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
21712014 Page 5
Meadow Creek Project Company LLC--FiwPilre
1.15 "Delay Security" shall have themeaning set forthin Section 11.1.1 of this
Agreement.
1.16 "Effective Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
l.l7 "Energy Delivery Schedule" shall have the meaning set forth in Section 4.3
of this Agreement.
1.18 "Environmental Attributes" means any and all claims, credits, ernissions
rcductions, offsets, and allowances, howsoever entitled, associated with the ge,neration of Ouput
from the Facility or the avoidance of the emission of any gas, chemical, or other zubstance to the
air, soil or water, that is capable of being measured, verifiod, or calculated. Environmental
Attibutes include but are not limited to: (l) any avoided errissions ofpollutants to the au, soil, or
water such as (subject to the foregoing) sulf,r oxides (SOx), nitogen oxides (NOx), carton
monoxide (CO), and otherpollutants; (2) any avoided emissions of carbon dioxide (C02), methane
(CH4), and other gree,nhouse gases (GHGs) that have been deterrnined by the United Nations
Inteqgovernme,ntal Panel on Climate Change to contibute to the actual orpotential threat of altering
the Earth's climate by trapping heat in the afinospherre; an{ (3) all WREGIS Certificates.
Envircnmental Atfibutes do not include (i) Production Tax Credits or certain other tax incentives
existing now or in the future associated with the constnrction, ownership or operation of the
Facility, or (ii) adverse wildlife or environmental impacts.
1.19 "Environmental Contamination" means the introduction or presence of
Hazardous Materials at such levels, quantities or location, or of such form or character, as to
constitute a violation of federal, state or local laws or regulations, and present a material risk under
fedeNal, state orlocal laws andregulations thattlre Prrernises will notbe available orusable for the
purposes contemplated by this Agreement.
120 "Expected Facility Capacity Rating" shall be between 10 and 40 MW but
shall not exceed 40 MW in any event, nor shall the sum of the Facility Capacity Rating of
this Agreement, the facility capacity rating under the amended and restated power purchase
agreement between PacifiCorp and Ridgeline relating to North Point, and the facility
capacity rating under the power purchase agreement between PacifiCorp and CCW relating
to Coyote Hill exceed 133.4 MW.
I2l "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.22 "Facflity''is defined in Recital A of this Agreement.
1.23 "Facility Capacity Rating" means the sum of the Nameplate Capacity
Ratrngs for all Wind Turbine generators comprising the Facility.
1.24 "Force Majeure" has the meaning set forth in Section 15.1.
1.25 "Forced Outage" means an outage that requires removal of one or more
Wind Turbines from service, another outage state or a reserve shutdown state before the end
of the next weekend. Maintenance Outages and Planned Outages are not Forced Outages.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
217120'14 Page 6
Meadow Creek Project Company Ll,C-FiwPine
1.26 "Generation Interconnection Agreement" means the generation
interconnection agreement entered into separately between Seller and Transmission Provider,
as applicable, speciffing the Point of Delivery and providing for the construction and
operation of the Interconnection Facilities.
1.27 "Green Tags" means (a) the Environmental Attributes associated with all
Output, together with (b) ttre Green Tag Reporting Rights associated with such energy and
Environmental Attributes, however commercially transferred or traded under any or other
product names, such as "Renewable Energy Credits," "Green-e Certified," or otherwise. One
Green Tag represents the Environmental Attributes made available by the generation of one
MWh of energy from the Facility.
1.28 "Green Tag Reporting Rights" means the exclusive right of a purchaser of
Environmental Attributes to report ownership of Environmental Attributes in compliance
with federal or state law, if applicable, and to federal or state agencies or other parties at such
purchaser's discretion, and include reporting under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or future domestic, international, or foreign emissions trading
program or renewable portfolio standard.
L29 "Governmental Authorit5r" means any supranational, federal, state or other
political subdivision thereof, having jurisdiction over Seller, PacifiCorp or this Agreement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to govenment,
including any corporation or other entity owned or controlled by any of the foregoing.
1.30 "Hazardous Materials" means any waste or other substance that is listed,
defined, designated or classified as or determined to be hazardous under or pursuant to any
environmental law or regulation.
1.31 "Inadvertent Energ/'means ene{gy delivered to the Point of Delivery at a rate
exceeding the Maximum Facility Delivery Rate on an hour-averaged basis. Inadvertent
Energy is not included in Net Energy.
132 'Tndex Price", for each day, shall mean the weighted ave,rage of the ave,rage Peak and
Off-Peak firm energy market prices, as published in the Intercontinental Exchange (ICE)
Dcy Ahead Power Price Report for the Palo Vede Hub for such day. For Sunday and NERC
holidays, the24-HourlndexPrice shallbeusd unless ICE shallpublishaFirmOn-Peak andFimr
OflPeakPrice forsuchdays forPalo Verde, inwhich we,nt suchindices shallbeutilized forsuch
days. Ifthe ICE index or any replaceure'nt ofthat index ceases to be published during the term of this
Agreement, PacifiCorp shall select as a replacement a substantially equivalent index that,
after any appropriate or necessary adjustuents, provides the most reasonable substitute for
the index in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller
shall not unreasonably withhold, condition or delay.
133 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.1.
lY "Interconnection Facilities" means all the ftcilities and ancillary equipmentusedto
interconnect the Facility to the System, as defined in the Generation lnterconnection
Agreement.
5
EXHIBIT 902
D. N E LS,N, M EADow cR E. *, *31=t"1t% ffiri=-ll ff3
21712014 PageT
Meadow Creek Project Company llC-iiwfrne
1.35 "Letter of Credif'means an irrevocable standby letter of credit in a form
reasonably acceptable to PacifiCotp, naming PacifiCorp as the party entitled to demand
payment and present draw requests thereunder. Such letter of credit shall be prcvided by an
institution ttlat is a United States office of a comme,rcial bank or fust company organized under the
laws ofthe United States of America or a political subdivision thereof, with a credit rating on its
long-term se,nior unsecured debt of at least "A" Aom Standard & Poor's ?nd"M" from Moody's
Investor Senrices, and (rmless oihenvise ageed) hurring assets of at least $10,000,000,000 (net of
reserves).
1.36 "Licensed Profmsional Engineet''means aperson acceptable to PacffiCorp in its
reasonable judgment who is licensed to practice engineering in the state of Idaho, who has
haining and experience in the engineering discipline($ relevant to the matters with respect to which
zuchpersoniscalledto provide a certification, waluationand/oropinion, who hasno economic
relationship, association, or ne)nts with Seller, and who is not a representative of a consulting
engneer, contractor, designer or other individual involved in the development of the Facility, or of a
manufacttrer or supplier of any equipment installed in the Facility. Such Licemsed hofessional
Engineer shall be licensd in an appropriate discipline forthe roquired certification being
made. The e,ngagement and payrrent of a Licensed Professional Engineer solely to provide the
certifications, evaluations and opinions required by this Agreement shall not constitrte a
prohibitod economic relationship, association ornexus with Seller, so long as such e,ngineer has no
other economic relationship, association or nexus with the Seller.
1.37 "lMaintenance Outagd'means any outage ofone ormoreWindTubines that is not
a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planned Outage. A Maintenance Outage may occur any time
during the year and must have a flexible start date.
1.38 "Material Adverse Change'' shall mean, with respect to the Seller, if the Seller
has experienced a change in facts or circumstances related to development or operation of
the Facility that materially and adversely impact Seller's ability to fulfill its obligations
under this Agreement.
1.39 "Maximum Facility Delivery Rate" means the maximum instantaneous rate
(kW) at which the Facility is capable of delivering Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
Lq "Maximum GIA Delivery Rate" means themaximumrate (k\y) atwhichthe
Generator Interconnection Agreement allows the Facility to deliver energy to the Point of
Delivery and is set forth in Exhibit A.
1.41 "Nameplate Capacity Rating" means themaximurn instantanmus generating
capacity of any qualifuing small power or cogeneration generating unit supplying all orpart
of the energy sold by tlre Facility, expressed in MW or kW, whe,n operated consistent with the
manufacturer's recommended power factor and operating paJameters, as set forth in a notice from
Sellerto PacifiCorp deliveredbefore the Cornmercial OperationDate an4 ifapplicable, updated in
the As-built Supplement.
"NERC" means the North American Electric Reliability Corporation.
6
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2O14 Page I
LA
Meadow Creek Project Company LlC-{twfrne
1.43 "Net Energy" means the energy cornpone,lrt in kwh, of Net Output. Net
Energy does not include Inadvertent Energy.
1.4 "Net Outpuf ' means all energr and capacity produced by the Facility, less station use
and less transformation and transmission losses and other adjushents, if any. For purposes
of calculating palme,nt under this Agreement Net Ou@ut of energy shall be calculated as set forth
in Addendum L Net Ouput does not include Inadvertent Ene4gy.
lA5 "Network Resource" shall have ffoe psaning set forth in the Tariff.
I.6 "Network Service Provider" means PacifiCorp Transmission, as a provider
of network service to PacifiCorp under the Tariff.
1.47 "Non{onforming Energ/' means Net Output produced by the Facility prior to
the Commercial Operation Date.
1.48 "Non-Conforming Energy Purchase Price" means the applicable price for
Non-Conforming Energy and capacity, specified in Section 5.1.
1.49 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.50 "On-Peak Hours" means hours from 6:00 a.m. to 10:00 p.m. Pacific
pleyailing Time, Monday through Saturday, excluding Western Electricity Coordinating
Council (WECC) and North American Electric Reliability Corporation G\fERC) holidays.
1.51 "Output Shortfall" and "Output Shortfall Damages" shall have the
meanings set forth in Section 4.5 of this Agreement.
1.52 "PacifiCorp" is defined in the fust paragraph of this Agteement, and
excludes PacifrCorp Transmission.
1.53 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation,
acting in its interconnection and transmission function capacity.
1.54 "Planned Outage" means an outage of predetermined duration that is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or
inspections are typical planned outages. N,hint€nance Outages and Forced Outages are not Planned
Outages.
1.55 "Point of Delivery" means the point of interconnection between the Facility
and the System, as specified in the Generation Interconnection Agreement and in Exhibit B.
15 "Premises" means the real property on which the Facility is or will be
located, as more fully described on Exhibit A.
L.57 "Prime Rate" means the rate per annum equal to the publicly announced
prime rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available,
the applicable Prime Rate shall be the announced prime rate or refereirce rate for commercial loans
EXHIBIT 902
CASE NO. IPC-EJt3-zz
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
217120'14 Page 9
Meadow Creek Project Company l,IC-JhrePtuw
in effect from time to time quotedby a bank with $10 billion ormore in assets in New York City,
N.Y., selected by the Party to whom interest based on the prime rate is being paid.
158 "koduction Tax Credits" means production tal( credits under Section 45 offte
Intemal Revenue Code as in effect from time to time during the term hereof or any successor
or other provision providing for a federal tax credit determined by reference to renewable
electric energy produced from wind resources and any correlative state tax credit determined by
refererrce to re,newable electic energy prroduced filom wind resources for which the Facility is eligible.
Production Tax Credits do not include any tax credit determined by reference to investrnent.
159 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the desired
result at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent
Electrical Practices is not intended to be limited to the optimum practice, method or act to the
exclusion of all others, but rather to be a qpectnrm ofpossible practices, methods or acts.
1.60 "Qtr"' means "Qualiffing Facilit/', as that term is defined in the version of
FERC Regulations (codified at l8 CFR Part292) in effect on the date of this Agreement.
1.61 'Required Facility Documents" means all deeds, titles, leases (including
Wind L€ases), licemses, permits, authorizations, and agreeme,nts demonstrating that Seller contols
the necessaryproperty rights and govemme,nt authorizations to consluc! operate, and maintain the
Facility, including without limitation those set forth in Exhibit C.
1.62 'Requirements of Law" means any applicable and mandatory (but not
merely advisory) federal, state and local law, statute, regulation, rule, code or ordinance
enacted, adopte{ issued or promulgated by any Heral, state, local or other Govemme,ntal Authority
orregulatory body (including those pertaining to electical, building, znring, environmental and
occupational safety and health requirements).
1.63 "Scheduled Commercial Operation Date" means December 31,20L2, as
such date shall be extended from time to time as a result of Force Majeure; provided, that the
Scheduled Commercial Operation Date shall not be extended beyond September 30,2013.
1.64'Scheduled MonthlyEnerryDelivert''meansthe Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery
Schedule.
1.65 "Shared fnterconnection Facilities" means that portion of the
Interconnection Facilities used by the Facility and one or more other Qualiffing Facilities as
further described in Exhibit B.
1.66 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost
Share" shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.67 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 10
Meadow Creek Project Company ILC-{ncPita
1.68 "System" means the electric transmission substation and transmission or
distribution facilities owned, operated or maintained by Transmission Provider, which shall
include, after construction and installation of the Facility, the circuit reinforcements,
extensions, and associated tenninal facility reinforcements or additions required to
interconnect the Facility, all as set forth in the Generation Interconnection Agreement.
1.69 "Tariff' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No. l1 Pro Forma Open Access Transmission Tariffor the Transmission
Provider's corresponding FERC tariff orboth, as revised from time to time.
1.70 5.Transmission Provider" means PacifiCorp Transmission or a successor,
including any regional transmission organization ("RTO").
"Wind Leases" meums the memoranda of wind lease and redacted wind leases recorded in
the county in which the Facility is located in connection with the development of the Facility,
as the sarne may be supplernented, amendd extended, restate{ or replaced from time to time.
l.7I "Wind Turbine" rnearsthe type of wind turbine specified and more fully
described in Exhibit A as such Exhibit A may be updated pursuant to Section2.2.7.
1.72 "WREGIS" means the Western Renewable Energy Generation Information
System.
I.73 *WREGIS Certificate" means "Certificate" as defined by WREGIS in the
WREGIS Operating Rules.
1.74 "WREGIS Operating Rules" means the operating rules and requirements
adopted by WREGIS.
SECTION 2. TERM; COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and
after ryproval by the Commissionpursuant to a final and non-appealable order (Tffective
Date'), that *re prices to be paid for eneqgy and capacity are just and reasonable, in the public
interest and that the costs incuned by PacifiCorp for ptrchases of capacity and energy from Seller
are legitimate expenses, all of which the Cornmission will allow PacifiCorp to recover in
rates in Idaho in the event other jurisdictions deny recovery of their proportionate share of
said expenses. Unless earlier terminated as provided herein, this Agreement shall remain in effect
uutil the twentieth (ZO6) annlversary of the earlier of the Commercial Operation Date or the
Scheduled Commercial Operation Date ("Expiration Date").
2.2 Time is of the esse,nce of this Agree,ment and Seller's ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheduled Commercial Operation Date is critically important. Therefore,
2.2.1 By the date that is four (4) months prior to the Scheduled Commercial
Operation Date, Seller shall obtain and provide to PacifiCorp copies ofallgovenrmentalpermits
and authorizations listd in Exhibit C.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nnOM Page 11
Meadow Creek Project Company ILC--Fne Hne
2.2.2 By the date that is thirty (30) days after the Effective Date, Seller shall
provide one hundred percent (100%) of the Delay Security required under Section I1.1.1, as
applicable.
22.3 By December 31, 2011, Seller: (i) has provided all information and
paid all fees the Transmission Provider requires to designate the Facility as a Network
Resource in accordance with the Tmiff(OATT); and (ii) has provided all information reasonably
required by PacifiCorp to submit a transmission service request for the Facility to the
Transmission Provider pursuant to the Tariff.
22A PacifiCorp, within ten (10) days of receiving from Seller the
information identified in Section 2.2.3, shall (i) withdraw the request with respect to the
facility (as defined in the Original PPA) and (ii) request designation of the Facility as a
Network Resource for the purposes of serving Network Load.
22.5 Seller shall provide written confirmation of the expected Facility
Capacity Rating for the Facility on or before January 3L,2012. This notice shall definitively
establish s single Capacity Rating for the Facility within the range contemplated in the
Expected Facility Capacity Rating.
22.6 At least ten (10) buiness days prior to delivery of any enerlly from the
Facilityto PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
22.7 Within one hundred eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shall provide PacifiCorp with amended Exhibits, which
may include the designation of altemative Wind Turbines for the Facility, and such other
updates to the infonnation contained therein.
2.2.8 Prior to the Commercial Operation Date, Seller shall provide Defauit
Security required under Section 11.2, if applicable.
2.2.9 Prior to the Commercial Operation Date, Seller shall provide
PacifiCorp with an As-built Supplement reasonably acceptable to PacifiCorp.
2.2.10 Seller shall use commercially reasonable efforts to achieve
Commercial Operation by 00:00 PPT December 3I,2012.
23 Beginning on January 6,2012 and on the fiffh (5e) business day of each
month thereafter until the Commercial Operation Date, Seller shall provide PacifiCorp with a
one-page monthly update by e-mail on the progress of financing and./or construction of the
Project and status of completion of the milestones in Section 2.2.
24 Establishine Cornmercial Operation. Seller shall provide written notice to
PacifiCorp stating when Sellerbeliwes that the Facility has achieved Commercial Operation
PacifiCorp shall have ten (10) business days after receipt either to confirm to Seller that all
of the conditions to Commercial Operation have been satisfied or have occurred, or to state with
qpecificity what PacifiCorp reasonably believes has not bee,n satisfid. It within such ten (10)
business day perio4 PacifiCorp either does not respond or else confimrs tlrat tlre Facility has
achieved Commercial Operation, the original date ofreceip of Seller's notice shall be the
l0
EXHIBIT 902
D. N ELS. N, M EADow cR E, *, *Sff"?.% li&t-''l l.?
2nAifiPage12
Meadow Creek Project Company ll,C--{nePine
Commercial Operation Date. If PacifiCorp notifies Seller within such ten (10) business day period
that PacifiCorp reasonably believes the Facility has not achieved Commercial Operation,
Seller may, if it has a good faith betef that Commercial Opemtion has been achievd zubmit a
Technical Dispute Noticq or else Seller shall address the concems stated in PacifiCorp's notice to
the mutual satisfaction ofboth Parties. If Seller submits a Technical Dispute Notice and the
Technical Expert determines that Commercial Operation has been achieved, then the
Commercial Operation Date shall be the date, as determined by the Technical Expert, that the Facility
first met all tlre requirements of Commercial Opemtiorg otherudse the date rpon which Seller has
addressed the concerns stated in PacifiCorp's notice to PacifiCorp's reasonable satisfaction, as
specified in a notice from PacifiCorp to Seller, shall be the Commercial OperationDate.If
Comme,rcial Operation is achieved at less than one hundred percent (10070) of the expected Facility
Capacity Rating and Seller informs PacifiCorp that Seller intends to bring the Facility to one
hundred pe,lrcent (100o/o) of the expected Facility Capacity Rating, Seller sball provide PacifiCorp with
a list ofall iterns to be completod in orderto achieve the expected Facility Capacity Rating.
2.4.1 Technical Expert. If, and only if, a dispute regards (i) whether or not
Commercial Operation has been achieved, and/or (ii) the date when Commercial Operation was
achieved, the Parties may have such dispute, and only such dispute, resolved pursuant to this
Section 2.4.1. Any such dispute will be determined by an independent technical expert, who shall be
a mutually acceptable third paty with taining and experience in the disciplines relevant to the
matters with respect to which such person is called upon to provide a certificatiorq evaluation or
opinion (the "Technical Expert"), which determination shall be (X) made (subject to the
terms in this Section 2.4) in accordance with the Constnrction Industry Arbitration Rules and
MediationProcedures (Including Procedures forlmge, Complex ConstnrctionDisputes) of the
AAA, as amended and effective on October 1,2009 (the "Technical Dispute Procedures'),
notwithstanding any dollar amounts or dollar limitations contained therein, and (Y) binding
upon the Parties.
(a) Either Party may commence the dispute process as to the
matters set forth in paragraph2.4.l, above, with the American Arbitration Association
("AAA') by notifying AAA and the other Party in writing ("Technical Dispute Notice") of such
Party's desire that the dispute be resolved through a determination by a Technical Expert.
(b) The detennination shall be conductedby a sole Technical Expert.
The Parties may select any mutually acceptable Technical Expert. Ifthe Parties cannot agrce on a
Technical Expert within five (5) days after the date of the Technical Dispute Notice, then the AuL{'s
Arbitration Administator shall ssnd a list and resumes of three (3) available technical experts meeting
the qualifications set forth in Section 2.4.1 to the Parties, each ofwhom shall srike one name, and the
remainingperson shall be appointed as the Technical Expert. Ifmore thanonenamerernains,
either because one or both Parties have failed to respond CI \e AAr{'s Arbitation Administrator
within five (5) days after receiving the list or because one or both Parties have failed to stike a name
from the list or because both Parties strike the same name, the Airq.A's Arbitration Administrator
will choose the Technical Expert from the remaining ftrmes. If the designated Technical Expert
stra[ die, become incapable or, mwilling to, or unable to serve or proceed with the determination,
a substitute Technical Expert shall be appointed in accordance with the selection procedure
describd above, and such substitute Technical Expert shall have all suchpowers as if he or she has
been originally appointed herein.
EXHIBIT 902
CASE NO. tPC-EJt3-zz
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nEU4 Page 13
11
Meadow Creek Project Company llC--Iiwfrne
(c) Within thirty (30) days ofthe appointne,nt ofthe Technical Eryert
pursuant to the forqgoing zub.section, each Parly shall zubmit to the Technical Expert (and copy the
other Party) a written report containing its position with respect to the dispute, and arguments
therefor together with supporting docume,ntation and calculations. Discovery shall be limitd to
Facilitv docume,ntation relating to the diqputed matter. Within sixty (60) days from receipt of such
submissions, the Technical Expert shall select one or the other Party's position with respect to the
disputed arbitrateable issues set forth in Section 2.4.1 above, whereupon such selection shall be a
binding determination upon the Parties for all purposes hereof The costs of the Technical Expe(
including his orher fees and exp€nses, shall be bome by the Party whose position was not selectdby
the Technical Experq each Party shall otherurise bearits own expenses. If the Technical Expert frils
to render a decision within ninety (90) days frrom receip of each Party's submissions, either Party
may, prior to the Technical Expert's final decisio4 initiate litigatiorl in which case the Technical
Expert's final decision shall not be binding on the Parties unless otherwise agreed.
2.4.2 All verbal and written communications between the Parties and issued or
prepared in corurection with this Section 2.4.1 shall be deemed prepared and communicated in
fi.rlherance, and in the contex! of diqpute settlement and shall be exe,mpt from discovery and
productioq and shallnotbe admissible inevidence (whetherasadmissionorothemrise) inany
litigation or other proceedings for the resolution of the dispute.
2A3 All deadlines specified in this Section 2.4 may be extended by mutual
agreement of the Parties.
2.5 Delay Damages. Seller shall cause the Facility to achieve Commercial
Operation on or before the Scheduled Commercial Operation Date. If Commercial Operation occurs
afterthe Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCorp
delay damages for the number of days (Delay Period ) that fte Commercial Operation Date occurs
after October l,20l3,until the earlier of occurrence of the Commercial Opeiation Date or the
termination ofthis Agrcernent (Delay Liquidated Damages ); provided thar Seller shall not accrue
any Delay Liquidated Damages after (r) Seller has timely achieved the milestone in Section 2.2.3;
and (ii) Seller has satisfied all requireme,nts of Commercial Operation except for one or more
requirements in Section 1.5.6. Billings and payments for Delay Liquidated Damages shall be made
in accordance with Section I 1. 1.
2.5.1 Delav Liquidated Damages. Delay Liquidated Damages equals the sum of:
for each day in the Delay Period, the greater of (l) the Delay Daily Minimum or (2) the
Delay Price times the Delay Volume,
Where:
"Delay Daily Minimum" equals (a) for the first forty-five (a5) calendm days
following the Scheduled Cornmercial Operation Date: one-ninetieth (1 /90th) of forty-
five dollars ($af multiplied by the Maximum Facility Delivery Rate with the
IMaximum Facility Delivery Rate being measured in kW; (b) after the forty-fiflh
(455 cakndar day following the Scheftrled Commercial Operation Date: the Delay
Price times the Delay Volume.
'Delay Pricd' equals the positive difference, f *y, of the Index Price minrs the
weighted average of the On-Peak and OflPeak monthly Confoming Energy
Purchase Prices; and
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nDU4 Page 14
t2
Meadow Creek Project Company Llf-FrwPine
"Delay Volume" equals the applicable Scheduled Monthly Eneqgy Delivery
divided by the number of days in that month.
2.5-2 Appropriateness of Damases. The Parties agrce that the damages
PacifiCorp would inctr due to delay in the Facility achiwing Commercial Operation on or before
the Scheduled Commercial Operation Date would be difficult or impossible to predict with
certainty, and that the Delay Liquidated Darnages are an appropriate approximation of such
flamages.
SECTION 3. REPRESENTATIONS A}tD WARRANTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of the
State of Oregon.
3.12 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the tenns ofthis Agreement.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it to
authorize the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid order of
any court, or any regulatory agency or other body having authority to which PacifiCorp is
subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and legally
binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance with its terms
(except as the enforceability of this Agreement may be limited by banhuptcy, insolvency, bank
moratorium el similsr laws affecting creditors' righs generally and laws resticting the availability
of equitable remedies and except as the enforceability of this Agreement may be subject to geneml
princrples ofequity, whetherornot such enforceability is considered in a proceeding at equity or
in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a limited liability company duly organized and validly
existing under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and has, orwill have at the date of Commercial Operation of the Facility, all
requisite power and authority to perforrn according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
EXHIBIT 902
cAsE NO. tPc.E-'.t3-zz
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC2nn$4 Page l5
l3
Meadow Creek Project Company LIC -Fwefine
3.2.4 The execution and delivery of this Agreement does not contravene any
provision of, or constitute a default under, any indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of this
Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar laws
affecting creditors' rights generally and laws restricting the availability of equitable remedies
and except as the enforceability of this Agreement may be subject to general principles of
equity, whether or not such enforceability is considered in a proceeding at equity or in law).
3.2.6 The Facility is and shall for the term of this Agreement continue to be a
QF. Within thfuty (30) days after the Effective Date, Seller shall provide the appropriate QF
certifrcation, which may include a Federal Eneary Regulatory C,ommission selfcertification to
PacifiCorp. At any time thereafter that PacifiCorp has reason to believe during the term of this
Agreernent that Seller's status as a QF is in question, PacifiCorp may require Seller to provide
PacifiCorp with a written legal opinion from an attorney in good standing inthe state ofldatro and
who has no economic relationship, association or nexus with the Seller or the Facility (other than
in a capacity as counsel providing such requested legal opinion), stating that the Facility is a
QF and providing sufficient proof (including copies of all documents and data as PacifiCorp
may request) demonstrating that Seller has maintained the Facility as a QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to pay
its bills in the ordinary course of its business, or is the subject of any legal or regulatory
action, the result of which could reasonably be expected to impair Seller's ability to own and
operate the Facility in accordance with the terms of this Agreement.
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other material agreements that
would result in Seller's failure to perform its material obligations hereunder.
3.2.10 Seller owns all right, title and interest in and to the Facility, free and
clear of all liens and encumbrances other than liens and encumbrances created by or through
Seller related to third-party financing of the Facility, and Seller (or its successor in interest)
will continue to own for the term of this Agreement, all right, title and interest in and to the
Facility, free and clear of all liens and encumbrances other than liens and encumbrances
related to third-party financing of the Facility.
3.2.11 In entering into this Agreement and the undertaking by Seller of the
obligations set forth herein, Seller has investigated and determined that it is capable of
performing hereunder and has not relied upon the advice, experience or expertise of
PacifrCorp in connection with the transactions contemplated by this Agreement.
3.2.12 All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
t4
EXHIBIT 902
D.NELS.N,MEADowcRE=^r*31=""?3o,Ifi
t-'rf tr.?
2nPO14 Page 16
Meadow Creek Project Company LIC-FnePine
3.2.13 Al1 leases of real property required for the operation of the Facility or
the perfonnance of any obligations of Seller hereunder are set forth and accurately described
in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of the Wind Leases to
PacifiCorp.
3.2.14 All inforrnation about the Facility set forttr in Exhibit A, Exhibit B, and
Exhibit C haqbeenverifiedby Sellerand is accr:rate to the bestofits knowledge.
3.3 Notice. If at any time during this Agreemen! any Party obtains actual knowledge
of any event or information which would have caused any of the representations and
warranties in this Section 3 to have been materially untnre or misleading when made, such Party
shall provide the other Party with written notice of the event or information, the
representations and warranties atrected, and the actioq if any, which such Party intends to take to
make the representations and warranties true and correct. The notice required pursuant to this
Section shall be given as soon as practicable after the occurrence of each such eve,nt
SECTION 4. DELTVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivenr and Acceptance ofNet Output Except for any curtailment specified in
Section 6.3, unless otherwise provided herein, PacifiCorp will purchase and Seller will sell
all Net Output from the Facility.
42 No Sales to Third Parties. During the term of this Agreement, Seller shall not
sell any Net Output from the Facility to any entity other than PacifrCorp.
43 Enere.vDelivery Schedule. Sellershallprepareandprovideto PacifiCorp, onan
ongoing basis, a written schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:
4.3.1 During the firsttrvelve full calendarmonths following the Commercial
Operation Date, Seller predicts that the Facility will produce and deliver the following
monthly amounts ("Initial Year Energy Delivery Schedule"):
January
February
March
April
May
June
July
August
September
October
November
December
Enerev Deliverv (kWh)
g,ggl,gg7
g,lgl,635
11,360,594
9,085,733
10,195,739
8,069,166
7,394,339
8,155,779
7,590,732
8,615,123
10,166,694
10,324,201
Averaee kW
13,247
12,170
15,282
12,609
13,686
ll,2l2
9,935
10,933
10,574
11,61I
14,125
13,885
EXHIBIT 902
D. N ELS.N, M EADow cRE=^ r*3f;.?.%tiffi i,-%
2nDU4 Page 17
TOTAL:109,011,621
Meadow Creek Project Company UC--triw Ptue
12,439
4.32 Selier may revise the Initial Year Energy Delivery Schedule any time
prior to the Commercial Operation Date.
4.3.3 Beginning at the end of tre ninth full calendar month of ope,ration, and at the
end of every third month thereafter, Seller shall supplement the Energy Delivery Schedule with tbree
additional months of forward estimates (which shall be appended to this Agreement using the fomrat
qpecifid in Exhibit D) (Su@uent Energr Delivery Schedule'), such ftat the Energy Delivery
Schedule will provide at leas three months of scheduled snergy estimates at all times. Seller shall
provide Subsequent Energy Delivery Schedules no later ttran 5:00 pm PPT of ttre 5th day after the
due date. If Seller does not provide a Subsequent Energy Delivery Schedule by fte above deadlinq
scheduled eneqgyfortheomittedperiod shall equalthe amounts scheduledby Seller forthe same
three-month period during the previous year.
4.3.4 Upon and after the Commercial Operation Date, Seller may no longer
revise the Ene,qgy Delivery Schedule forthe first six full calendarmonths of Commercial Operation.
After 5:00 p.m. PPT of the fiffh business day following the end of the third full calendar month of
Corunercial Opemtion and the end of each third calendar month thereafter, Seller may no longer
revise the Energy Delivery Schedule for the six calendar months irrmediately following such third
month. Subject to the foregoing restictions in this Section 4.3.4, Seller may revise the Eneqgy
Delivery Schedule for any unresticted month by providing wriuen notice to PacifiCorp. Failure to
provide timely written notice ofchanged amounb will be deemed to be an election ofno change.
44 Minimum Availabilitv Oblieation. Seller shall cause the Facility to achieve an
Availability of at least 85% during each month ('Guaranteed Availabilit/).
4.5 Liquidated Damaees for Output Shortfall. If the Availability in any given
month falls below the Guaranteed Availability, the resulting shortfall shall be expressed in
kWh as the "Output Shortfall." The Output Shortfall shall be calculated in accordance with
the following formula:
Output Shortfall: (Guaranteed Availability - Availability) *
Scheduled Monthly Eneqgy Delivery
Seller shall pay PacifiCorp for any Ouput Shorfall at the lower of (1) the positive difference, f *y,
of the Index Price minus tlre weighted average of the On-Peak and OflPeak montlnly Conforming
Ene,{gy Purchase Prices; or (2) the weighted average ofthe On-Peak and Off-Peak monthly
Confoming Eneaglr Purchase Prices ('Output Shortfall Damages').
Output Shortfall Damages: Output Shortfrll t Ouput Shorfall Price
Whe,re:
Output Shortfall Price: (Index Price - Weighted Average CEPP), except
that if Output Shortfall Price < 0, then Output
Shortfall Price:0, and except that if Output
Shortfall Price > Weighted Average CEPP, then
Output Shortfall Price: Weighted Average
CEPP
t6
EXHIBIT 902
D. NELS.N, MEADow cRE.* r*3f;"1t%^it^*
"t?
2n120'14 Page 18
Meadow Creek Project Company LIC--FiwPine
\ileighted Average CEPP: the Weighted Average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the
month of Output Shorrfall
If an Ouput Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would
incur due to the Facility's failure to achieve the Guaranteed Availability would be diffrcult or
impossible to predict with certainty, and (b) the liquidated damages contemplated in this
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and9.4,
PacifrCorp shall have the right, but not the obligation, to audit the Facility's compliance with
its Guaranteed Availability using any reasonable methods. Seller agrees to retain all
performance related data for the Facility for a minimum of three years, and to cooperate with
PacifrCorp in the event PacifiCorp decides to audit such data.
4.7 For a period of ten (10) years from the Commercial Operation Date, Seller
shall have title to the Green Tags immediately upon the generation of the Output at the
Facility that gives rise to such Green Tags. On the tenth (lOth) anniversary of the
Commercial Operation Date through and including the Expiration Date, PacifiCorp shall
have title to the Green Tags immediately upon the generation of the Output at the Facility
that gives rise to such Green Tags. Each Party shall execute all additional documents and
instruments reasonably requested by the other Party in order to further document the
ownership of the Green Tags during the respective Party's ownership. Without limiting the
generality of the foregoing, Seller shall, on orbefore the 10th day of each month during
which PacifiCorp has ownership rights to the Green Tags, deliver to PacifiCorp a Green
Tags Affestation and Bill of Sale (in the form attached as Exhibit 4.7(A)) for all Green Tags
delivered to PacifiCorp hereunder in the preceding month, along with any verification that is
in conformance with the then-current Center for Resource Solution's Green-e program, or
any successor program. The Party having ownership of the Green Tags at the time (the
"Green Tag Owner"), at its own cost and expense, shall register with, pay all fees required
by, and comply with, all reporting and other requirements of WREGIS relating to the Facility
or Green Tags. The Seller shall ensure that the Facility will participate in and comply with,
during the Terrn, all aspects of WREGIS. The Green Tag Owner shall be responsible for any
costs charged by the qualified reporting entity for the Facility to participate in and comply
with, during the Term, all aspects of WREGIS. The Green Tag Owner shall, at its sole
expense, use WREGIS as required pursuant to the WREGIS Operating Rules, including but
not limited to those rules related to effectuating the transfer of WREGIS Certificates and
transferring such WREGIS Certificates in accordance with WREGIS reporting protocols and
WREGIS Operating Rules and as required under this Agreement. Seller may either elect to
enter into a Qualified Reporting Entrty Services Agreement with PacifiCorp in a form similar
to that in Exhibit 4.7@) or elect to act as its own WREGIS-defined Qualified Reporting
Entity. Seller shall upon written request from PacifiCorp provide copies of all
documentation submitted to WREGIS in connection with the Facility. Further, upon
notification by WREGIS or CAMD that any transfers of Green Tags contemplated by this
Agreement have not been recorded, the Parties shall promptly cooperate in taking all
reasonable actions necessary so that such transfers can be recorded. Seller shall at its
expense cause the Facility to maintain its registration in good standing with the Center for
Resource Solution's Green-e program, or any successor program, throughout the Term;
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page'19
t7
Meadow Creek Project Company LIC-FiwPbw
provided, however that each ParU shall (a) not take any action (other than the provision of
truthful infomration) to impair the Facility's good standing with such progpm and (b) shall
provide such information as is reasonably requested to maintain such registration. The
Parties shall reasonably cooperate io uoy registration of the Facility in the renewable
portfolio standard or equivalent program in all such further states and programs in which the
Parties may wish to register or maintained registered the Facility by providing copies of all
such information as reasonably required for such registration. Neither Party represents or
warrants that the Green Tags can be used for any purpose. The Parties acknowledge that the
Green Tags may be subject to action by Governmental Authority and neither Party is liable
to the other Party for action taken by a Govemmental Authority in connection with the Green
Tags that is not a result of a breach of this Agreement.
SECTION 5. PTIRCHASE PRICES
5.1 Enersv Purchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conforming Energy Purchase Prices or Non-Conforming Energy Purchase Prices, as
applicable, for Net Output adjusted for the month and On-Peak Hours or Off-Peak Hours and
the wind integration cost using the following formulae:
Conforming Enerry Purchase Price : (ARo * MPM) - WIC
Non-Conforming Energy Purchase Price: (An." * MPIO - WIC
Where:
ARce
ARtre
Example calculations reprovided inExhibit G.
Table 1: Conforming Enerry Annual Rates
Conforming Energy annual rate from Table 1, below, for the
year of the Net Output.
the lower of,
85% of the Conforming Energy annual rate from Table
I below, for the year of Net Output
85oZ of average of the daily Index Price for each day of
the month, or portion of month, of Net Output.
monthly On-Peak or Off-Peakmultiplier from Table 2 below,
that corresponds to the month of the Net Ou@ut and whether
the Net Output occurred during On-Peak Hours or Off-Peak
Hours.
$6.5044Wh, the wind integration cost prescribed in
Commission Order No. 31021.
EXHIBIT 902
CASE NO. \PC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2l14 Page 20
Meadow Creek Project Company lJ.C--FtwPtue
Year Conforming Enerry
Annual Rate (AR")
S/MWh
2012 63.97
201 i 67 51
2014 71.32
2015 75.40
2016 77.76
2017 80.07
20.t8 82.58
2019 85,05
2020 87 _67
2021 90.63
2022 93.78
)o)1 q7 05
2024 100.44
202s t03.98
2026 106,98
2027 10.07
2028 13.26
2029 16.56
2030 19.95
2071 124 51
2032 128.50
2033 t32.64
2034 t36.92
Table 2: Monthly On-Peak/Off-Peak Muftiplien
Month On-Peak
Hours
Off-Peak
ffnrrrc
-Ianrrarv 1O1o/"94o/"
Februarv 1O5o/"97o/"
March 95o/"8Oo/n
Aoril 9So/n 75o/"
Mav g)o/"610/"
.Iune 94o/"65o/"
.Tulv 127o/"92o/"
Ausust l2lo/n l060/"
SeDtember l09o/"990/^
October 15o/"7O5o/"
Novemher 7Oo/"960/"
December l29o/n l20o/o
5.2 Payment.
For each Billing Period in each C-ontact Year, PacifiCorp shall pay Seller as follows:
For delivery ofconforming Energy:
Payment : (CEnergro,.Peak * CEPPricon-p.k/1000) +
l9
EXHIBIT 902
D.NELSoN,MEADoWcREEKPRSIESS+O6Iifi =-''T,JT3
2nnV4 Page21
Meadow Creek Project Company U'C-{nrePine
(Cnngrofu-fcat * CEPPrim-Peak/ l0m)
For delivery of Non{onforrning Energlr:
Payment :(NCEnerglrq,.Pcak * NCEPPric6-peak /1 000) +
(NCETHS/oir-Pcak * NCtrPricoir-Pcak /1000)
Conforming Energy in k[/h
Confomring Ene,Igy PurchasePrice in $/IvIWh
Non{onforming Eneqgy Purchase Price in kWh
Non-Conforming Energy Puchase Price in $/IvIWh
Where:
Oc.Peak
OGPeak
: the conesponding value for On-Peak Hours
: the corresponding value for OFPeak Hours
5.3 Inadvertent Eneru.v. So long as acceptance of Inadvertent Eneqgy does not cause
PacifiCorp to violate the terms of its Network Transmission Service and is consistent with
Prudent Elecfiical Practices, PacifiCorp wifl acceptInadvertentEne,qg5r, butwill notpurchase orpay
for Inadvertent Energy.
5.4 Additional Compensation. Seller shall not be entitled to any compensation
over and above the Conforming Energy Purchase Prices or Non-Conforming Energy
Furchase Prices, as the case may be, for the Green Tags associated therewith.
SECTION 6. OPERATION AI{D CONTROL
6.1 As-Built Supplement. Upon completion of any construction affecting the
Facility, Seller shall provide PacifiCorp an As-built Supplement bearing the stamp of a Licensed
Professional Engineer that accurately depicts the Facility as built. The As-built Supplement
must be reviewed and approved by PacifiCorp, which approval shall not unreasonably be
withheld, conditioned or delayed.
62 Operation. Seller shall operate and maintain the Facility in a safe manner in
accordance with the Generation Interconnection Agreement, Prudent Electrical Practices and
in accordance with the requirements of all applicable fedeml, state and local laws and the National
Electric Safety Code as such laws and code may be amended from time to time. PacifiCorp
shall have no obligation to ptrchase Net Ouput from the Facility to the extent the interconnection
betrveen the Facility and PacifiCorp's electic systqn is discormectd suspended or intempted, in
whole or in part, pursuant to the Generation Interconnection Agreement, or to the extent
genemation curtaiknent is required as a result of Seller's non-comptance with the Generation
Interconnection Agree,rnent. PacifiCorp shall have the right to inspect the Facility to confirm that
Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facility. PacifiCorp shall no! by reason of its decision to inspect or not to inspect the Facility, or by
any action or inaction taken with respect to any such inspection, assume or be held responsible
for any liability or occurrence arising fiom the opemation and maintsnance by Seller of the Facility.
6.3 Curtailment. PacifiCorp shall not be obligated to purchase, receive, pay for, or
pay any damages associatedwit[ Net Output (orassociatedProductionTax Credits or
20
EXHIBIT 902
D. NELS.N, MEADow cRE.*,*Sf"?"%,i" =*',-.'3
2nA$il Page 22
CEnergr :
CEPPrice
NCEnerglr :
NCEPPrice :
Meadow Creek Project Company LLC-FnePine
Environmental Atributes) if such Net Output (or associated Production Tax Credits or
Environmental Attributes) is not delivered to the Systern or Point of Delivery due to any of the
following: (a) the interconnection between the Facility and the System is disconnected,
suspended or intemrptd in whole or in par! consistent with the terms of the Gene,ration
InterconnectionAgreernent (b) the TransnissionProviderorNetwork Senrice Providerdirece a
general curtailment reduction, orredispatch of ge,neration in the area (which would include the Net
Ootr r0 for any reasog eve,n if such curtailment or redispatch directive is carried out by PacifiCorp,
which may fulfrll such directive by acting in its sole discretion; or if PacifiCorp cutails or
otherurise reduces the Net Oulput in order to meet its obligations to the Transmission Provider or
Network Service Provider to operate within system limitations, (c) the Facility's Output is not
received because the Facility is not firlly integrated or synchronized with the Systern, or (d) an
event of Force Majeure prevents either Party frrom delivering or receiving Net Ouput Seller shall
reasonably det€rmine the MWh arnount ofNet Ouput crutailed pursuant to this Section 6.3 after the
fact based on the amormt of energy that could have been generated at the Facility and delivered to
PacrfiCorp as Net Ouput but that was not generated and delive,red because of the curtailment Seller
shall detenrrine the quantity of such curailed eneqgy based on (x) the time and duration of the
curtailment period and (y) wind conditions recorded at the Facility during the period of curtailrnent
and the power curve qpecified for the Wind Turbines as shown in Exhibit d Seller shall prcmptly
provide PacffiCorp with access to such information and data as PacifiCorp may reasonably
require to confirm to its reasonable satisfrction the amount of energy that was not generated or
delivered because of a curtailment described in this Section 6.3.
6.4 PacifiCom as Merchant. Seller acknowledges that PacifiCorp, acting in its
merchant capacrty function as purchassr under this Agreemen! has no responsibility for or confiol
over PacifiCorp Transmission or any successor Transrrission Provider.
6.5 Outages.
6.5.1 Planned Outaees. Except as othe,nvise provided herein, Seller shall not
schedule Planned Outage during any portion of the months of November, December, Janua4r,
February, Jrme, July, and Augusl except to the extent a Planned Outage is reasonably roquired to
enable a ve,lrdor to satisfy a guarantee requirement in a situation in which the ve,ndor is not otherwise
able to perform the guarzntee work at a time other than during one of the months qpecified above or to
the extent such Plannod Ouage is required in accordance with Prudsnt Electrical Practices. Seller
shall, in Exhibit D, provide PacifiCorp with m annual forecast of Planned Outages for each C-ontact
Yearat least one (1) montb, but no more that three (3) months, before the first day of that
Contract Year, and shall promptly update such schedule, or otherwise change it only, to the
extent that Seller is reasonably required to change it in orderto comply with Prudent Electrical
Practices. Seller shall not schedrle more than one hundred fifty (150) hotrs ofPlanned Outages for
each calendar year. Seller shall notiff PacifiCorp of any deviation to the annual Planned
Outage schedule, above, on the Monday preceding the scheduling week in which the sooner of the
following will occur: (a) the outage as predicted in the Planned Outage schedule; or (b) the
outage per Seller's revised plans. Such notice shall consist of a Monday-Sunday, hourly
qpreadsheet showing the rwised total Facility curtailment MW) for that scheduling week. Seller
shall not schedule any maintenance of Shared InterconnectionFacihties duringNove,nrber,
December, January, Febnrary, Jung July, orAugust without the prior written approval of
PacifiCorp, which approval may be reasonably withheld by PacifiCorp.
EXHIBIT 902
cAsE NO. IPC-E-13-22
D, NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2O14 Page 23
2t
Meadow Creek Project Company II'C-FiwPilw
6.5.2 Maintenance Outaees. If Seller reasonably determines that it is nocessary to
schedule a Maintenance Outage, Seller shall notify PacifiCorp of the proposed Maintenance
Outage as soon as practicabie but in any event at least five (5) days before the outage begins (or such
strorterperiodto whichPacffiCorp mayreasonablyconsent in ligtrt of then existing wind conditions).
Upon such notice, the Parties shall plan the ll,Iaintenmce Outageto mutuallyaccornmodatethe
reasonable roquiremenb of Seller and the senrice obligations of PacifiCorp. Seller slrall take all
reasonable measures anduse commercially reasonable efforts consiste,nt with Prudent Electrical
Practices to not sche&rle any I\4aintenance Outage during fte following periods: June 15 through June
30, July, Augrrst, and September I though September 15. Seller shall include in such notice of a
proposed Maintenance Outage the expected start date and time of the outage, ttre amount of
generation capacity ofthe Facility that will not be available, and the expoctod completion date and
time of the outage. Seller may provide notices under this Section 6.5.2 oralTy. Seller shall confirn
any such oral notification in writing as soon as practicable. PacifrCorp shall promptly respond
to such notice and may request reasonable modifications in the schedule for the outage. Seller
shall use all reasonable effors to comply with PacifiCorp's request to modify the schedule for a
Maintenance Outage if such modification has no substantial impact on Seller. Seller shall notify
PacifiCorp of any subseque,nt changes in generation capacity of the Facility during such Maintenance
Outage and any changes in the Maintenance Ouage completion date and time. Seller slrall take all
reasonable measures andorercise its commerciallyreasonable efforg consisteirtwithPrudent
Electrical Practices to minimize the frequency and duration of Maintenance Outages.
6.53 Forced Outaees. Seller shall promptly provide to PacifiCorp an oral
repo( via telephone to a number specified by PacifiCorp, of any Forced Ouage of the Facility. Such
report shall include the amount of generation capacity ofthe Facility that will not be available because
of the Forced Outage and the expected retum date and time of such generation c apacity . Seller shall
promptly update the report as necessary to advise PacifiC.orp ofchanged circurstances. Ifthe
Forced Outage resulted in more than 15% ofthe Facility Capacity Rating of the Facility being
unavailable, Seller shall confirm the oral rcport in uriting as soon as practicable. Seller shall take all
reasonable measw€s and exercise its commerciallyreasonable efforts consistent with Prudent
Electrical Practices to avoid Forced Outages and to minimize their duration.
654 Notice of Deratines and Outaees. Without limiting other notice
requirements, Seller shall notifu PacifiCorp, via telephone or via electronic mail, to a number
or email address specified by PacifiCorp, of any limitation, restriction, derating oroutage
known to Seller tbat affecs the ge,neration cpacity of the Facility in an amotmt greater than five
percent (5%) of the Facility Capacrty Rating for the following day. Seller shall promptly
update such notice to reflect any material sfoanges to the information in such notice.
6.5.5 Effect of Outaees on Estimated Output. Seller shall factor Planned
Outages and Maintenance Outages that Seller reasonably expects to encounter in the ordinary
course ofope,rating the Facility into fte Scheduled Monthly Eneqgy Delivery amounts in the Energy
Delivery Schedule set forth in Exhibit D.
6.6 Scheduling.
66.1 Cooperation and Sandards. With respect to any and all scheduling
requirernents in this Agreemenl (a) Seller shall cooperate with PacifiCorp witr respect to
Net Oupu! and (b) each Party shall designate authorized representatives to communicate with regard
to scheduling and related matters arising heremder.
EXHIBIT 902
CASE NO. IPC.E.1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 21
Meadow Creek Project Company U-C--{nrePine
6.62 Schedule Coordination I{ as a result ofthis Agreemen! PacifiCorp is
deemed by an RTO to be financially responsible for Seller's perforrnance underthe Generation
Interconnection Agreerre,nt due to Seller's lack of standing as a "scheduling coordinatot''or other
RTO recognized designation, qualification or othenvise, then (a) Seller shall acquire such RTO
recognized standing (orshall confractwith a thirdpartywho has suchRTOrecognized standing)
such that PacifiCorp is no longer responsible for Seller's perfomrance under the Generation
Intercormection Agree,ment and O) Seller shall defe,nd indemnify and hold PacifiCorp harmless
against any liability arising due to Seller's performance or failure to perform under the Generation
Interconnection Agreement or RTO requirement.
6.7 Delivery Exceeding the Maximum GIA Delivery Rate. Seller shall not deliver
energy from the Facility to the Point of Delivery atarate that exceeds the Maximum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Maximum GIA Delivery Rate
shall be a breach of a material obligation subject to Section 12.1.8.
6.8 Access Righs. Upon reasonable prior notice and subject to the pnrdent safety
requirements of Seller, and Requirements of Law relating to workplace health and safety,
Seller shall provide PacifiCorp and its authorized agents, employees and inspectors
("PacifiCorp Representatives') with reasonable access to the Facility: (a) for the purpose of reading
ortesting metering equipment (b) as necessary to witress any acce,ptance tests, (c) forpurposes of
implementing Section 4.6, and (d) for other reasonable purposes at the reasonable request of
PacifiCorp. PacifiCorp shall release Seller against and frrom any and all any and all loss, fines,
penalties, claims, actions or suits, including costs and attorney's fees, both at trial and on
appeal resulting ftom actions or omissions by any of the PacifiCorp Representatives in connection
withtheir access to the Facility, except to the extent that such damages are caused or by the
intentional or grossly negligent act or omission of Seller.
SECTION 7.MOTTVE FORCE
Prior to the execution of this Agreement, Seller provided to PacifiCorp Wind Leases and a
motive force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable
discretion and attached hereto as Exhibit F-L Within three (3) months after the Effective
Date, Sellerwill provide a wind report from any of GL Garrad Hassan, AWS Truepower,
LLC, or DNV Global Energy Concepts, Inc. certifuing that the implementation of the fuel or
motive force plan can reasonably be expected to provide fuel or motive force to the Facility
for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Annual Net Output. Seller will provide an updated estimate
of Average Annual Net Output at the time it provides an amended Exhibit A pursuant to
Section 2.2.7 if Seller has selected different Wind Turbines.
SECTION 8. GENERATION FORECASTING COSTS
8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change during the 1snn ef this
Agreement.
EXHIBIT 902
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2O14 Page 25
23
Meadow Creek Project Company llC--livePine
82 Seller's Forecast-Cost Share. Pursuant to Commission Order No. 30497,
Seller shall be responsible for 50% ofPacifiCorp's cost of adding such forecasting se,nrices
("Seller's Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast{ost Share. Seller's Forecast-Cost Share for a given
Contract Year is capped at0.lo/o of total payments made by PacifiCorp to Seller for Net
Output during the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the last
Contract Year of this Agreement is shorter than a full calendar year, the cap will be prorated
for that shortened year. For the yea(s) prior to the second Contact Year of this agreernent that
equals a full calendar year, Seller's Forecast{ost Share is capped at 0. I % of estimated paynents for
Net Output based on the Energy Delivery Schedule.
84 Payment. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share
uncapped by Section 8.3 for each Contract Year in equal payments for each month of such
year except the last month of such year. (For example, in a Contract Year equaling a full
calendar year, Seller would pay 1/l lth of Seller's Forecast-Cost Share during each of tlre first I I
months.) In the last month of each Contract Year, PacifiCorp shall refund to Seller the amount paid
by Sellerrmderthis Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a
Contact Year encompassed by just one calendar month, Seller's payment to PacifiCorp and
PacifiCorp's refund to Seller shall be calculated and paid simultaneously. To the extent
practicable, payments and refrrnds rmder this Section shall be included in monthly paynenb and
invoices rmder Section 10.
SECTION 9. METERING: REPORTS AIYD RECORDS
9.1 Metering Adjustnent. Metering will be performed at the location specified in
Exhibit B and in the manner specified in the Generator Interconnection Agreement. All
quantities of energy purchased hereunder shall be adjusted in accordance with Addendum L, so that
the purchased amount reflects the net amount ofpower flowing into the System at the Point of
Delivery.ll
92 Metering Erron. If any inspections or tests made pursuant to the Gene,rator
lnterconnection Agreernent discloses an error exceeding two percent (2o/o), either fast or
slow, proper correction, based upon the inaccuracy found, shall be made of previous readings
for the actual period during which the metering equipment rendered inaccurate
measurements if that period can be ascertained. If the actual period cannot be ascertaine{ the
proper correction shall be made to the measureme,ffs taken during the time the metering equipment
was in senrice since last tested, but not exceeding three Billing Periods, in the amount the
metering equipment shall have been shown to be in errorby zuch test. Any correction inbillings
orpalmrents resulting from a correction in the meter recods shall be made in the next monthly
!i ll ing or payme,lrt rendered.
9.3 Telerneterine. In accordance with the Genexation Interconnection Agreernent
Seller shall provide telemetering oquipment and facilities capable of tansmitting to
Transmission Pr:ovider (who will share it with PacifiCorp as authorized by Exhibit H, "Selletr
Authorizationto ReleaseGe,nerationDatato PacifiC-orp ) the following ffirmationconcemingthe
' If station service is zupplied via separate facilities, PacifiCorp will deduct station service from the maered facility
output to calculate Net Output.
EXHIBIT 902
CASE NO. tPC-E-1y22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nD0'14 Page 26
Meadow Creek Project Company llC--F*ePine
Facility onareal-timebasis, and will ope,rate such equipmentwhenrequestedby PacifiCorp to
indicate:
(a) instantaneous M W output at the Point of Delivery;
(b) Net Output;
(c) the Facility's total instantaneous generation capacity; and
(d) windvelocityatturbinehubheight.
Seller shall also transmit to PacifiCorp any other data from the Facility that Seller receives
on a real-time basis, including meteorological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-time data to PacifrCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second intervals). PacifiCorp shall have the
right from time to time to require Seller to provide additional telernetering equipment and facilities
to the exte,nt nrcessary and reasonable.
9.4 Monthly Reports and Logs and Other Information.
9.4.1 Reports. Within thrty (30) calendar days after the end of each Biling
Period, Seller shall provide to PacifiCorp a report in electronic forrnat, which report shall
include (a) summaries of the Facility's wind and ouQut data for the Billing Period in intervals not to
exceed one hour (or such shorterperiod as is reasonably possible with commercially available
technology), including information from the Facility's computer monitoring system;
(b) summaries of any other significant events related to the constnrction or operation of the
Facility for the Billing Period; (c) deails ofAvailability of the Facility for the Billing Period
sufficient to calculate Availability and including hourly average wind velocity measured at
turbine hub height and ambient air temperature; and (d) any supporting infomration that
PacifiCorp may &om time to time reasonably request (including historical wind data for the Faciliry).
9.42 Electronic Fault Log. Seller shall maintain an electronic fault log of
ofthe Facility during eachhourofthe term ofthis Agreerrent commencing on the
Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the electonic fault log
within thify (30) calendar days after the end of the Billing Period to which the fault log applies.
9.43 Upon the request of PacifiCorp, Seller shall provide PacifiCorp the
manufacturers' guidelines and recommendations for maintenance of the Facility equipment.
9.4.4 By each January 10 following the Commercial Operation Date, Seller shall
provide to PacifiCorp writtencertification that Sellerhas complaed all the manufacturers'
guidelines and recommendations formaintenance of the Facility equipment applicable to the
previous calendar year.
9A5 At any time from the Effective Date, one (1) year's advance notice ofthe
termination or expiration of any agreernent including Wind Leases, pursuant to which the Facility
or any equipnent relating thereto is upon the Facility site; provided tbat the foregoing does not
authorize any earlytermination ofmy land lease.
EXHIBIT 902
CASE NO. IPC-E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2O14 Page 27
Meadow Creek Project Company U,C--IivePtue
9.4.6 As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the
extent of any material violation of any environme,ntal laws or regulations arising out of the
constmction or operation of the Facility, or the presence of Environmental Contamination at the
Facility oron the Pre,rnises, alleged to existby any Govemmental Authority having jurisdiction over
the Premises, or the present existence of, or the ocantrerrce during Seller's occupancy of the
Premises oq any enforcement legal orregulatory action orproceeding relating to zuch alleged
violation or allegd presence of Environmental Contamination presenfly occurring or having
occuned during the period of time that Seller has occupied the Premises.
9.5 lMaintenance ofMeterine Equipment To the extent not othe,rurise provided in the
Generator Interconnection Agreement, PacifiCorp shall inspect, test, repair and replace the
metering equipment periodically, or at the request of Seller if Seller has reason to believe
metering may be offand requests an inspection in writing. To the extent not otherwise provided in
the Generator lnterconnection Agreernent, all PacifiCorp's costs relating to designing, installing,
maintaining, and repairing metering equipment installed to accommodate Seller's Facility shall be
borne by Seller.
9.6 WREGIS Meterine. Seller shall cause the Facility to implement all necessary
generation infonnation communications in WREGIS, and report generation inforrration to
WREGIS pursuant to a WREGIS-approved meter that is dedicated to the Facility and only
the Facility.
SECTION 10. BILLINGS. COMPUTATIONS AI\D PAYMENTS
10.1 Payment for Net Output. On or before the thirtieth (30th) day following the
end of each Billing Period, PacifiCorp shall send to Sellerpayment for Seller's deliveries of
Net Ouput to PacifiCorp, together with computations supporting such payr.ent. PacifiCorp may
oftetany zuchpaynentto reflectamounts owing from Sellerto PacifiCorppursuantto this
Agreementorthe Genexation InterconnectionAgreerrent. Any such offsets shall be separately
itemized on the statement accompanying each payment to Seller.
102 Annual Invoicine for Output Shortfall. Thirty calendar days after the end of
each C,ontact Year, PacifiCorp stnll deliver to Seller an invoice showing PacffiCorp's computation of
Output Shortfall, if any, for all Billing Periods in the prior Contract Year and Output
Shortfall Damages, if any. In preparing such invoices, PacifiCorp shall utilize the meter data
provided to PacifiCorp for the Contract Year in question, but may also rely on historical
averages and such ofter infonnation as may be available to PacifiCorp at the time of invoice
preparation if the meter data for such C.ontract Year is then incomplete or ofte,rsdse not available. To
the extent required, PacifiCorp shall prepare any zuch invoice as promptly as practicable following
its receipt of actual results for the relevant Contract Year. Seller shall pay to PacifiCorp, by
wire tznsfer of immediately available frmds to an accotmt qpecified in writing by PacifiCorp or by
anyothermeans agreedtobytheParties in*rititg ftomtimeto time, treamormt setforthas due in
such invoice, and shall within thlrty (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice. Objwtions not made by Seller within the thirtyday
period shall be deemed waived.
103 Interest on Overdue Amounts. Any amounts owing after the due date thereof
shall bear interest at the Prime Rate on the date the amount becarne due, plus two percent
EXHIBIT 902
CASE NO. IPC-E]1}22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nn$4 Page 28
26
Meadow Creek Project Company LIC--lheHne
(2o/o), from the date due until paid; provided, however, that the interest rate shall at no time
exceed the maximum rate allowed by applicable law.
I0.4 Disputed Amounts. If either Party, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Party shall notiff the other Party of the
specific basis for the dispute an4 if the invoice shows an amount due, shall pay that portion of
the statement that is undisputed, on or before the due date. Any such notice shall be provided
within two (2) years of the date of ttle invoice in which the error first occun€d. If any amount
diqputed by such Party is detennined to be due to the other Party, or if the Parties resolve the
payment dispute, the amount due shall be paid within five (5) days after such determination
or resolution, along with interest in accordance with Section 10.3.
SECTION 11.
I1.1 Delay Security:
SECURITY
I 1.1.1 Duty to Post Security. By the date provided in Section 2.2.2, Seller shall
post a Leffer of Credit, cash or a parental guaranty, each in a form acceptable to PacifiCorp, in
the arnotmt calculated pursuant to Section 11.1.2 ('Delay Securitt'). To the extent PacifiCorp makes
a drawing under the Delay Security, Seller shall, within ffieen (15) calendar days, restore the Delay
Sectrity as ifno zuch deduction had occurred.
ll.l .2 Calculation of Delav Security. The dollar value of Delay Security shall
equal the greater of, (1) forty-five dollars (S 5) multiplied by the Maximum Facility Delivery Rate
with the lfaximtrm Facility Delivery Rate being measured in kW (based on the final Facility
Capacrty Rating detennined by January 31,2012); or (2) the sum of the products, for each of the
first tbree cale,ndar months after the Delay Period Commencement Date, of:
the energy in the Initial Year Energy Delivery Schedule for the month (k!\fh)
multiplied by the monthly weighted average On-Peak and Off-Peak
Conforming Eneagy Purchase Price for the months ($lTUWn; divided by 1000.
Such amount shall be fixed upon execution of this Agreement.
11.1.3 Rieht to Draw on Securitv. PacifiCorp shall have the right to draw on the
Delay Security to collect Delay Liquidated Damages. Comme,ncing on or about first of each month,
PacifiColp will invoice Seller for Delay Liquidated pamages incurred, if any, during the preceding
month. ffinsufficient Delay Security is available, Seller shall pay PacifiCorp for invoiced Delay
Liquidated Damages no later rhan five business days after receiving zuch invoice. The Parties will
make billings and payments for Delay Liquidated Damages in accordance with Section 10.
ll.l4 Partial Release of Delay Securitv. Providd that Sellerhas maintained
Delay Security in accordance with Section 11.1.1, PacifiCorp shall release one-third of the original
amount of Delay Security stated in Section 11.1.1 each trme Seller accomplishes a milestone
(a) or (b), below:
(a) Sellerhas(i)executedtheGe,ne,rationlnterconnectionAgreement
with Transmission Provider; and (ii) paid in full any interconnection and/or systemupgrade
costs Seller is obligated to pay in advance of interconnection construction.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nD0'14 Page 29
Meadow Creek Project Company llC-liwPine
(b) Seller has poured the concrete foundation at each ofits planned
individual Wind Turbine locations.
PacifiCorp shall make the partial refund of Delay Security required above within ten business
days of the date Seller provides PacifiCorp written notice (along with satisfactory documentation
thereof) that ithas accomplishedmilestone (a) or (b) above.
1 1.1.5 Full Release of Delay Securitv. Unless PacifiCorp disputes whether Seller
has paid all Delay Liquidated Damages, PacifiCorp shall release all remaining Delay Security upon
the earlier of the 30th calendar day following commencement of Commercial Operation orthe
60th calendar day following PacifiCorp's termination of this Agreement.
I 1 .1 .6 Defrtrlt. Seller's faihre to post and maintain Delay Security in accordance
with Section 1 I .1 will constitute an went of default unless cured in accordance with Section 12.1 .1 of
thisAgreement
ll.2 Default Security (Levelized Pricing Only). (Reserved)
SECTION 12. DEFAULTS AI\D REMEDIES
1,2.1 The following events shall constitute defaults under this Agreement:
l2.l.l Non-Payme,nt. A Party's failure to make a paynent when due under this
Agreement or post and maintain security in conformance with the requirements of Swtion 11 or
mainain insurance in conformance with the requirements of Section 14 ofthis Agreement if the
failure is not cured within ten (10) business days after the nondefaulting Party gives the
defaulting Pafi anotice of the default.
12.12 Breach of Representation. Breach by a Party of a representation or
warranty set forth in ",his Agreerieni if such failure or breach is not cuid within thi(y (30) days
following written notice.
12.1.3 Default on Other Agreements. Seller's failure to cure any default under the
Ge,nerationlnterconnectionAgreernent orany otheragree,me,ntbetrryeentheparties related to this
Agreemen! the Gene,ration Interconnection or the Facility within the time allowed for a
cure under such agreerrent or instnrment.
12.1.4 Insolvency. A Party (a) makes an assigpment for the benefit of its
creditors; (b) files a petition or otherwise coulmences, authorizes or acquiesces in the
cornmencefireril of a proceeding or cau$e of action trnder any bankruptcy or similar law for the
protection of creditors, or has zuch a petition filed against it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (c) becomes insolvent; or (d) is unable to pay
its debts when due.
12.1.5 Material Adverse Chanse. A IVlaterial Adverse Change has occurred with
respect to Seller and Seller fails to provide suchperfonnance assurances as are reasonably
requested by PacifiCorp, within thirty (30) days from the date of such request
12.1.6 Sale to Third-Partv. Seller's sale ofNet Ouput to an entity other than
PacifiCorp, as prohibited by Section 4.2.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nD0'14 Page 30
Meadow Creek Project Company U,C-frwPite
12.1.7 Non-Delivery. Unless excused by an event of Force Majeure (including
PacifiCorp's breach of its obligations under this Agreement), Seller's failure to deliver any Net
Energy for three consecutive calendar months.
12.1.8 A Pafty otherwise fails to perform any material obligation (including but not
limitd to failure by Seller to meet any deadline set forth in Section 2.2.1 through 2.2.10,bnt
excluding Sections 4.7 and 9.6) imposed tpon that Party by this Agreement ifthe failure is not crned
within thftty (30) days after trc nondefaulting Party gives the defaulting Party notice of the defaulr
For the avoidance of doubt, the failure of Seller to achieve the Commercial Operation Date by
Decerrber 31,2012 shall not give rise to an Eve,nt of Default pursuant to this Section 12.1.8 and fte
failure to achieve Commercial Operation Date shall be exclusively govemed by Section 12.1.9 .
12.I.9 Seller fails to achieve the Commercial Operation Date by the 9l$ day
following the Delay Period CommencementDate, provided, however, that, upon written
notice from the defaulting Party detivered prior to the ninety-first (91$) day of delay, this ninety (90)
day period shall be exte,nded by an additional one hundred and fifty (150) days if (a) Sellerhas
poured the concrete foundation at each of its planned individual wind urbine locations; and (b) Seller
replenishes Delay Default Security in accordance with Section 1 I . 1 . 1. Seller shall continue to accrue
Delay Liquidated Damages in accordance with Section 2.5 (Delay Price times the Delay Value) until
the Project achieves C-ommercial Operation or this Agreement is terminated.
122 In the event of any default hereunder, the non-defaulting Party must notify the
defaulting Party in writing of the circumstances indicating the default and outlining the
to cure the default. Ifthe default has not been crned within the prescribed time, abovg
the nondefrulting Party may terrninate this Agreement at its sole discretion by delivering written
noticeto the otherPartyandmaypursue anyandall legal orequiableremediesprovidedbylawor
pursuant to this Agreerrent. The rights provided in this Section 12 are ctrmulative such that the
exercise of one or more righs shall not constitute a waiver of any other rights.
123 In the event this Agreement is terminated because of Seller's default and Seller
wishes to again sellNetOuput from the Facilityusing the samemotive forceto PacifiCorp
following such tenrrination, PacifiCorp in its sole discretion may require that Seller do so
subject to the terms of this Agreement including but not limited to the prchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a written document rati$ing the terms of this Agreement.
l2A If this Agreerrent is tenninated as a result of Seller's default in addition to and not
in limitation of any other right or remedy under this Agreement or applicable law (including
any right to set-off, counterclaim, or otherwise withhold payment), Seller shall pay
PacifrCorp Output Shorfall Damages for a period of eighte€n ( I 8) montbs from the date of
tenninationplus the estimated administrative cost to acquire the replacement power. The
Parties agree that the damages PacifiCorp would incur due to temnination res'ulting from Seller's
defaultwouldbe difficult or impossible to predict with certainty, and that the damages in this
Section 12.4 are an appropriate approximation of such damages.
12.5 Recoupment of Damages.
(a) Default Security Available. If Seller has posted Default
Security, PacifiCorp may draw upon that security to satisfy any damages, above.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nDO14 Page 31
Meadow Creek Project Company LlC-frefrne
O) Default Securitv Unavailable. If Seller has not post€d Default
Security, or if PacifiCorp has exhausted the Default Security, PacifiCorp may collect any remaining
amount owing by partially wittrholding futrre paynents to Seller over a reasonable period oftime.
PacifiCorp and Seller shall work together in good faith to establish the period, and monthly
amounts, of such withholding so as to avoid Seller's default on its commercial or financing
agreements necessary for its continued operation of the Facility.
12.6 Upon an event of default or t ratim event resulting from default under this
Agreement, in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise
withhold payment), the nondefrulting Party may at its option set-ofi against any amounts owed to
tlre defaulting Purty, any amounts owed by the defaulting Party under any contract(s) or
agreemen($ between the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the extent of any zuch setoff. The nondefaulting Party shall give the defaulting Party
written notice of any set-ofi but failure to give such notice shall not affect the validity of the set-
off.
12.7 Amounts owed by Seller pursuant to this Section 12 shall be due within five
(5) business days after any invoice from PacifiCorp for the same.
SECTION 13.
13.1 Indemnities.
INDEMNIFICATION: LIABILITY
13.1.1 Indenmity by Seller. Seller shall release, indemnify and hold harmless
PacifiCorp, its directors, officers, agents, and representatives against and from any and all
loss, fines, penalties, claims, actions or zuits, including costs and attorney's fees, both at tial and on
appeal, resulting fror4 or arising out of or in any way connected with (a) the energy delivered by
Seller under this Agreement to and at the Point of Delivery, 0) any facilities on Seller's side
of the Point of Delivery, (c) Seller's operation and/or maintenance of the Facility, or (d) arising
from Seller's breach of this Agreement, including without limitation any loss, clairn, action or sui!
for or on accourt of injury, bodily or otherwise, to, or death of, persons, or for damage to, or
destruction or economic loss ofproperty belonging to PacifiCorp, Seller or others, excepting
only such loss, claim, action or suit as may be caused solely by the fault or gross negligence of
PacifiCorp, its directors, officers, employees, agents or representatives.
13.12 Indemniw by PacifiCorp. PacifiCorp shall release, indemnify and hold
harmless Seller, its directors, officers, agents, lenders and representatives against and from any and
all loss, fines, penalties, claims, actions or suits, including costs and attomey's fees, both at tial and
on appeaf resulting frorn, or arising out of or in any way connocted with the energy delivered by
Seller under this Agreement after the Point of Delivery, including witbout limiation any loss, claim,
action or suit, for or on account ofir{ury, bodily or othenrise, to, or death of, pelsons, or for damage
to, or destnrction or economic loss of prcperty, excep""rg only such loss, claim, action or suit as
may be carsed solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, lenders or representatives.
I32 No Dedication. Nothing in this Agreement shall be construed to create any
duty to, any standard of care with reference to, or any liability to any person not a Party to
this Agreement. No undertaking by one Party to the other under any provision of this
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nn$4Page32
Meadow Creek Project Company Ll[-Fne Hne
Agreement shall constitute the dedication of that Party's system or any portion thereof to the
other Party or to the public, nor affect the status ofPacifiCorp as an indepeirdent public utility
corporation or Seller as an independent individual or entity.
133 No Warrantv. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by
PacifiCorp and PacifiCorp makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, stengfh, capacity, adequary oreconomic feasfuility.
13.4 CONSEOUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES,
OR OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FORIN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO T}IE OTI{ERPARTY FOR
SPECIAL, PLNTITIVE INDIRECT, EXEMPLARY OR CONSEQL}ENTIAL DAMAGFS,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT,
TORT (INCLUDING NEGUGENCE), STR[CT LIABILITY, STATUTE OR OTT{ERWISE.
SECTION 14.TNST]RANCE
I4.1 Certificates. Prior to connection of the Facility to the System, Seller shall
secure and continuously carry insurance in compliance with the requirements of this Section.
Seller shall provide PacifiCorp insurance certificate(s) (of "ACORD Form" or the equivalent)
certifting Seller's compliance with the insurance requirements hereunder. Commercial
General Liability coverage written on a'tlaims-madd'basis, f -y, shall be qpecifically identified on
the certificate. If requested by PacifiCorp, a copy of each insurance policy, certified as a tue copy
by an authorized representative of the issuing insurance company, shall be furnished to
PacifiCorp.
142 Required Policies and Coverages. Without limitilg any liabilities or any other
obligations of Seller under this Agreement, Seller shall secure and continuously carry with
an insurance company or companies rated not lower than "A-:VII" by the A.M. Insurance
Reports the insurance coverage specified below:
l4zl Commercial Geneml Liability insurance, to include contactual liability,
with a minimum single limit of $1,000,000 per occrurence to protect against and from all loss
by reason of injury to p€rsons or damage to property based upon and arising out of the activity
under this Agteement.
1422 All Risk Property insurance providing coverage in an amount at least
equal to 80% of the replacement value of the Facility against "all risks" of physical loss or damage,
including coverage for earth movernent, flood, and boiler and machinery. The Prroperty policy may
contain separate sub-limit and deductibles subject to insuftrrrce company underwriting guidelines.
The Risk Policy will be maintained in accordance with terms available in the insurance market
for similar facilities.
I43 The Commercial General Liability policy required herein shall include
(i) provisions or e,ndorsements naming PacifiCorp, its Board of Directors, Officers and employees
as additional insureds, and (ii) cross liability coverage so that the insurance applies
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2n12014 Page 33
3l
Meadow Creek Project Company LlClhcPine
separately to each insured against whom claim is made or suit is broughg even in instances where
one insured claims against or sues another insured.
144 All liability policies required by this Agreement shall include provisions that
such insurance is primary insurance with respect to the interests of PacifiCorp and that any
other insurance maintained by PacifiCorp is excess and not contributory insurance with the
insurance required hereunder, and provisions that such policies shall not be canceled or their limits
of liability reduced without (i) ten (10) business days prior written notice to PacifiCorp if canceled
for nonpayment of premium, or (ii) thirty (30) business days prior written notice to
PacifiCorp if canceled for any other reason.
14.5 Commercial General Liability instrance coverage provided on a'tlaims-made"
basis shall be maintained by Seller for a minimum period of five (5) years after the
completion of this Agreement and for such other length of time necessary to cover liabilities arising
out of the activities under this Agreement.
SECTION 15.FORCE MAJETJRE
l5.l As used in this Agreement, "Force Majeure" or "an event of Force
Majeure" means any cause beyond the reasonable confrol of the Seller or ofPacifiCorp whictr,
despite the exercise of due diligence, such Party is unable to prwent or overcome. By way of
example, Force Majeure may include but is not limited to acts of God, flood, stonns, wars,
hostilities, civil stife, stikes, and other labor disturbances, earthquakes, fires, lightring, epidemics,
sabotage, restaint by court order or other delay or failtre in the performance as a restrlt of any action
or inaction on behalf of a public authority which is in each case (i) beyond the reasonable
control of such Party, (ii) by the exercise of reasonable foresight such Party could not
reasonably have been expected to avoid and (iii) by the exercise of due diligence, zuch Party strall
be unable to preve,nt or overcome. Force Majeure, however, specifically excludes the cost or
availability of fuel or motive force to operate the Facility or changes in market conditions that
affect the price of energy or tansmission. If either Party is rendered wholly or in part unable to
perfomr is obligation under this Agreement because of an event of Force Majeurg both Parties
shall be excused from whatever performance is affected by the event of Force Majeure,
provided that:
15.1.1 the non-performing Party, shall, as soon as practicable but no later ttlan wittlin
two (2) weeks afterthe occrursnce of the Force Majeure, give the other Party written notice
describing the particulars of the occurrence, including the start date of the Force Majeure, the
cause of Force Majeure, whether the Facility rerrains partially operational and the expected end date
ofthe Force Majeure;
15.12 the suspe,nsion ofperformance shall be of no greater scope and ofno
longer duration than is required by the Force Majeure;
15.1.3 the non-performing Party uses its best efforts to renredy its inability to
perforrr; and
15. 1.4 the non-perfonning Party strall provide prompt written notice to the other
Party at the end ofthe Force Majeure event detailing the end date, cause thereof, damage caused there
by and any repairs &at were requird as a result of the Force Majeure eve,lrt, and the end date of the
Force Majeure.
32
EXHIBIT 902
D. N ELS'N, MEADow cRE.^ r*3f;.1t%lir^*'.r?
2nn$4 Page 34
Meadow Creek Project Company LLC--{nePine
15.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Party shall be required to settle any strike, walkout, lockout or other
labor dispute on terms which, in the sole judgment ofthe PaIty involved in the dispute, are cont"ry to
the Party's best interests.
SECTION 16. SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
parfrrership or joint venture or to impose a trust or parbrership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly
and severally liable for Seller's obligations under ttris Agreement.
SECTION 17.CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of Idaho,
excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 18. PARTIAL INVALIDITY
It is not the intelrtion of the Parties to violate any laws govenring the subject matter of this
Agreerrent. If any of the te,r:ns of the Agreement are finally held or determined to be invali4 illegal
or void as being confiary to any applicable law or public policy, all other terms of the Agree,ment
shall remain in effect. If any terms are finally held or determined to be invalid, illegal orvoid, the
Parties shall enter into negotiations concenring the tenrs affected by such decision for the purpose of
achieving conformity wittr require,nrents of any applicable law and the intent of the Parties to this
Agreement.
SECTION 19.WAIVER
Any waiver at any time by eitherParty of its rights with respect to a default under this
Agreement orwith reqpect to any othermatters arising in connection withthis Agreement mustbe in
writing, and such waiver shall not be deemed a waiver with respect to any subsequent default or
other matter.
SECTION 20. GOVERNMENTAL JURISDICTION AI\[D AUTIIORIZATIONS
PacifiCorp's mmpliance with the terms ofthis Agreement is conditioned on Seller's submission to
PacifiCorp prior to the Commercial Opemtion Date of copies of all local, state and fede,ral licenses,
permits and otherapprovals as then maybe requircd by law forthe construction, ope,rationand
maintenance of the Facility. Failure to maintain such lawfrrl status after the C.ommercial Opemtion
Date shall be an event of default zubject to Section 12.
SECTION 2I. SUCCESSORS AI\ID ASSIGNS
2l.l This Agreement and all oftheterms andprovisions hereof shall be bindingrpon and
inure to the benefit of the respective successors and assigns of the Parties hereto, except that
no assigrunent hermf by either Party shall become effective without ttre written consent ofboth
EXHIBIT 902
CASE NO. tPC-E]t3-zz
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2l14 Page 35
Meadow Creek Project Company U,C--FrwPfue
Parties being first obtained" Such consent shall not be unreasonably withheld; provided that the
Parties agree that commercially reasonable written amendments to the Exhibits to this
Agreement and such other written updates to the information contained therein related to the
Facility may be made in the event of any assignment of this Agreement pursuant to the terms
of this Section 2l . I . Notrufthsanding ihe first se,ntence of fhis Section, (a) any entity with which
PacifiCorp may consolidate, or into which it may me(ge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and
without need of consent or approval by the Seller, succeed to all of PacifiCorp's rights,
obligations, and interests under this Agreement and (b) Seller shall have the right to assign
this Agreement, subject to PacifiCorp's written consent, which consent shall not be
unreasonably withheld or delayed, for collateral security purposes to one or more financing
entities (or a collateral agent acting on their behalf) providing financing to Seller for the
Facility, in which event PacifiCorp agrees to provide a written consent in favor of Seller's
financing entities in form and substance similar to consents executed by PacifrCorp in
connection with non-recourse project financings. This article shall not prevent a financing
entity with recorded or secured rights from exercising all rights and remedies available to it under
law or contract. PacifiCorp shall have the right to be notified by the financing entity that it is
exercising such rights or remedies and all such other rights as provided in the written
consent.
2l .2 Notwithstanding Section 2l .l , if, as of Decemb er 31, 2012, Seller has not
achieved Commercial Operation, then Seller shall have the right to terminate this Agreement
by providing written notice of termination to PacifiCorp on or before January 5, 2013 . Upon
PacifiCorp's receipt of written notice of termination from Seller, the Original PPA shall
automatically be deemed to be reinstated and in full force and effect. Upon such
termination, PacifiCorp shall retum the Delay Security to Seller and Seller shall have no
further liability or obligations of any kind under this Agreement.
2L.3 Seller and all successors and assigns acknowledge that this Agreement is in
part the result of a settlement stipulation between PacifiCorp, CCW and the Staffof the
Idaho Public Utilities Commission that was approved by the Idaho Public Utilities
Commission is Case Nos. PAC-E-I1 -01 through PAC-E-I1-05 (the "Stipulation"). This
Agreement is subject to, and incorporates, the tenns of the Stipulation.
SECTION 22. ENTIRE AGREEMENT
22.1 This Agreement zupersedes all prior agreeineirts, proposals, representations,
negotiations, discussions or letters, whether oral or in writing, regarding PacifiCorp's
purchase ofNet Output from the Facility. No modifrcation of this Agreement shall be
effective unless it is in writing and signed by both Parties.
22.2 By executing this Agreement each Party releases the other from any claims,
known or unknown, that may have arisen prior to the execution date of this Agreement with
rcspect to the Facility and any predec€ssor frcility proposed to have been constucted on the site of the
Facility.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nDU4 Page 36
34
Meadow Creek Project Company LlCJiwPine
SECTION 23. NOTICES
All notices except as otherurise provided in this Agreeme,nt shall be in writing, shall be directed as
follows and shall be considered delivered if delivered in person or when deposited in the
U.S. Mail, postage prepaid by certified or registered mail and retum receipt requested.
Notices PaciliCorp Seller
Meadow Creek Project Company LLC
83 S. King Street, Suite 200
Seattle, WA 98104
All Notices PacifrCorp
825 NE Multromah SteetPorfland,
oP.97232
Attn: Contact AdministatiorU
Suite 600
Phone:[phone]
Facsimile: (503) 813-
6291E-mail:
Duns: 00-790-9013
Foderal Tax ID Ntmber 9342ffi0
Attn: Joan Hutchinson
Phone: [phone]
Facsimile: 503 -296-5450
E-mail : jhutchinson@rl-en. com
Duns: [TBDI
Fedeml Ta,x ID Nmber 80-0326448
Notices
AII Invoices:
Scheduling:
Payments:
WireTiansfer:
Credit and
Collections
PacifiCorp
Atfir: Back Office, Suite
700 Phone:(503)8 I 3-5578
Facsimile: (503) 813 -5580
Atbr: ResourcePlanning, Suite 600
Phone: (503) 813 - 6090
Facsimile: [phone]
Atbr: Back Office, Suite
700 Phone:(503)8 I 3-5578
Facsimile: (503) 8 13-5580
Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Atu Credit l\4anag% Suite 700
Phone:[phone]
Passimile: [phone]
Seller
Attn: Lindsay Whitney
Controller
Phone: [phone]
Email: [e-mail]
Attr: JoanHutchinson
SVP - Origination & Marketing
Phone:[phone]
[e-mail]
Attn: Lindsay Whitney
Controller
Phone: [phone]
Email: [e-mail]
Atbr: Lindsay Whitney
Controller
Phone: [phone]
Email: lwhitrey@,rl-en.com
Attn: Lindsay Whitrey
Controller
Phone: [phone]
Email: [e-mail]
EXHIBIT 902
CASE NO. IPG.E.1},22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nEO11 Page 37
35
The Parties may change the person to whom such notices are addressed, or their addresses,
by providing written notices thereof in accordance with this Section.
WithAdffional Attr:PacifiC-orpGeneralC-ounsel
Notices of an Phone:[phone] Facsimile:
EventofDefauft [phone]
or Potential
EventofDefault
to:
Meadow C reek Proj ect Company ILCliw Pirc
Atfir: Legal DeparUnent
Email: [e-mail]
Phone: [phone]
EXHIBIT 902
CASE NO.IPGE.1*22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nfi2011 Page 38
36
Meadow Creek Project Compony IIC4tve Ph.a
In WITMSS WHEREOF, the Parties have c,aused this Agreemcnt to be duly executed as of
the date first above unitten:
PACIf,IGORP,
mOregoncorpuation
MEADOW CREEKPROJECT
COMPANYLLC
a lhlanae limied liability company
EXHIBIT 902
CASE NO. IPC.E.1Y22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nl2011Page 39
' i;*;", 5',W;&r5'ntot rfth
37
Meadow Creek Proj ect Company ILC-Ftrc Pirc
EXIIIBITA
DESCRIPNON OF SELLER'S FACIUTY
Selleds Facility consists of 19 wind turbine generato(s) manufactured by Suzlon. More
specifically, each generator at the Facility is described as:
Type (synchronous or inductive): Asynchronous with Inverter
Modek Suzlon 597-2.1
Number of Phases: Three
Rated Output (k\ D: 2,100 Rated Output (kVA): 2,234kYA
Rated Voltage Qine to line): Line side converter: 600V, machine side converter: 600V
Rated CurrentLine(A): Line side converter: 5004, machine side converter:435 A
Maximum kW Output: 2100 kW Maximum kVA Output:2234kYA
MinimumkWouQut: {0 kW
Manufacturerrs Published Cut-in Wind Speed: 3.5 meterVsecond
Facility Capacity Rating: 39.900 kW at or above rated wind speed and below cutout
Spped
Maximum FacilityDeliveryRate: 39.900 kW at PacifiCorp Gostren
Substationat 161kV
Maximum GIA Delivery Rate 119.700 kW [combined wit]r ttre other Ridgeline
Projects descriM in Addendum Ll
Identify the maximum output ofthe generato(s) and describe any differences between that
output and the Nameplate Capacity Rating: Maximum generator output is 2100 kW (same as
Nameplate Capacity Rating)
Station servicc requirements, and other loads served by the Facility, if any, arc described
as follows: Station service requirements consist of Ridgeline Enerry Operations and
Maintenance building loads, nrbine standby loads, and turbine cutout loads. Average turbine
standby load for Five Pine is approximately 45-60 kW. Cutout loads would be infrquent and
not concurrent with standby loads.
Location of the Facility: The Facility is located in Bonneville County, Idaho. The location
is more particularly describod as follows: 43" 31.347' Latitude I I 1 ' 48.3 13' Longitude
WGS84. [ocations of each turbine tower relative to other qualifying facilities owned by the
same entity showing compliance with the spacing requirements in 18 C.F.R $ 292.204 are
attached hereto.
Power factor requirements:
Rated Power Factor @F) or reactive load (WAR): 0.94 Leading to 0.94 lagging
Seller has provided a oopy of manufactr.ueds Power Curve for the Suzlon 597 -2.1 . PacifiCorp
maintains the power curve in its files pursuant to a Non-Dsclosure Agreement between
PacifiCorp and Seller
A-l
38
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 40
l.
2.
Meadow Creek Project Company UX--Fue Pirc
E(HIBIT A - Attachments
Five Pine Wind Frrr Site Mry
Distance Between Wind Trnbines of Adjacent Qualifying Facilities
EXHIBIT 902
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2m2O14 Page 41
A-2
39
Meadow Creek Project Company lLC1ilePtue
EXHIBIT 902
CASE NO. I?C.f..13,22
D. NELSON, MEADOW CREEK PROJECT COMPA}.IY LLC
2nEOlPagc12
Meadow Creek Project Company U.CliwPitc
The table belou/ lisb tre distarrce betr ,een turbins in sepanate Qualifuing Facilitia.
FivePine
4t
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC2nn0ll Page 213
Five Pine
TURBINE #
Meadow Creek Proj ect Company LLC--Frw Pine
EXHIBITB
POINT OF DELIVERY i PARTIES' INTERCONNECTION FACILITIES
[Sellerhasprovided the following single line &awing oftheFacility interconnection facilities
includingmeteringpointsusdto calculateNet Outputand anytansmissionfacilities on Selleds
side of the Point of Delivery.l
The Point ofDelivery is the PacifiCorp l61kV bus at the Goshen substation. The Metering
Point is tlrehigh sideofthe 34.5-l61kv stepup tansformer atMeadow Creek substation.
The meters will be compensated for losses to the Point of Delivery.
Norttr Point and Five Pine will share the Meadow Creek 34.5kv-l6lkV collwtor substation.
Each project will have 34.5kV breakers that will connect to a common 34.5kV bus. The bus will
connect to a single 34.5-l6lkv Power Transformer, 161kV breaker, metering equipmenl line
disconnect switch and a 5 mile 161kV transmission line to the Jolly Hill Substation.
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nEU4Page44
42
Meadow Creek
To Jolly Hill Sub
Meadow Creek Sub
81/108t/135trA/A trc1r3/.5fi3.8kv J,t
34.std/
i
Pines ll
9WTC
Ii
To Nodh Point ll9WTGs 9WTGs
79.8ifw
i
To Five Pin
10WTGs
39.9i/rW
sll
WTGs IOWTGS 10WTGs
To
10 vr
- 5 mile, 161kV
F
Norernber 27, 201 1
Meadow Creek Project Company LlC--Fuefute
EXHIBIT 902
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nl2O11Page,15
43
Meadow Creek Project Company LlC-frwfrne
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nPU4 Page 46
44
EXHIBIT C
REQUIREDFACIUTY DOCUMENTSQualifVing FacilityNumberto be obtained from FERC
The following Documents are required prior to delivery of any output from the Facility:
Generation Interconnection Agreement
Agreement permitting Seller access to shared interconaection facilities
Property rights required to maintain and operate the Project in accordance with this
Agreement (site leases, transmission easements, etc).
The following Permits me requirod on or before the milestone date specified in Section 2.2.1.
Federal Aviation Administration Determination of No HazardBonneville County
Special Use Permit Crossing agreements with paties other than PacifiCorp Transmission
EXHIBIT 902
cAsE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nPU4 Page 47
c-1
D(HIBIT I)
SUBSEQUENT ENERGY DELIVERY SCHEDI-II.E
Five Pine Wind Proiect
Scheduled Monthly
Energy DeliveryftWh) Ave kWmo
January 9.88 r.887 13,247
February 8.191.635 12,170
March 11,360,594 15,282
April 9.085.733 12,608
May 10,185,738 13,686
June 8.069.166 ll,2l2
July 7 -384.339 9,935
Auzust 8^155.779 10,933
September 7.590.732 10,574
October 8.615.123 11,61I
November t0.166.694 14,125
December 10.324.201 13,885
TOTAL:109,011,621 12,439
Plannd Outases. Seller will provide a Planned Outage schedule annually not to exceed 150
hours per year.
EXHIBIT 902
CASE NO. IPC-E-1T22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2n120'14 Page 48
D-l
Meadow Creek Project Company IJ.C-Fne Pitw
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, firnction
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limilsd 1e'
1. Test ofmechanical and electical2. Calibration of all monitoring instuments;3. Operating tests of all valves, opeiators, motor startem and moto44. Alarms, signals, and fail-safe or systsn shutdown contol tess;5. Point-to-pointcontinuitytess;6. Bench tess ofprotective dwices; and7. Tess requircdby manufacturen) and designer(s) ofequipment.
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's elecrical system, which may include but are
not limited to:
1. Turbindgeneratormechanicalnrns andftnctionality;2. System operation tests;3. Brake tests;4. Energizationoftansformers;5. Slarchronizing tesb (manual andauto);6. Excitation and voltage regulation operation tests;7. Auto stop/start sequexrc€;8. Cornpletion of any state and federal environmental testing roquirements; and9. Tests requiredby manufacture(s) and designer(s) of equipment
For wind projects only, the following Wind Turbine Generator Installation Checklists are required
documents to be signed offby Manufacturer or Subcontract Category Commissioning Personnel
as part of the Commissioning and startup testing:
Turbine Installation
Foundation Inspection (by Owne,fs rndependent inspecto|
ContollerAssembly
PowerCables
CablekrsallationChecklistsincluding: Controller
Top Deck/Yaw DeckTower
Top Section/ SaddleMid
Section Cables orbuss bars
Base Section
TowerBase Section
Towerlights and Outlets
TowerMidSection
TowerTop Section
Nacelle& Rotor
EXHIBIT 902
CASE NO. IPC.E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nP0'14 Page 49
47
EXIIIBITF.I
MOII\IEFORCEPIAI.I
WIND SPEED DATA SUMI\4ARIES & HOURLY WII{D PROFILE
Ft-1
EXHIBIT 902
CASE NO. }PC.E.1}22
D. NELSON, MEADOW CREEK PROJECT COMPAT.IY LLC
2nfi2014 Page 50
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Exhibit F 2
deleted
Meadow Creek Project Company UC--fifuePirc
EXHIBIT 902
cAsE NO. IPC-E-1T22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2n2OU Page 53
51
Meadow Creek Project Company llC-iiwPile
EXHIBIT G
SAMPLE ENERGY PURCHASE PRICE CAICUI-ATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-levelizd purchase price during an On-Peak Hour in May of 2012
equals $60.24lIvIWh (the 2012 annual rate for Conforming Enerry) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $6.50AdWh (the wind integration cost), which equals
$48.9244Wh.
Table 1: Sample calculations for nonJevelizd On-Peak Conforming Enerry n2012: Purchase
Price: (annual rate * monthly On-Peakmultiplier) - wind integration cost.
Month Conlbrming
Energy
AnnualRate
for 2012
(perMWh)
On-Peak
Hour
Muftiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2012 On-
PeakConforming
Energr (perMwh)
January s60.24 r03%$6.s0 sss.ss
February $60.24 r0s%$6.s0 $s6.7s
March $60.24 95o/o $6.s0 $s0.73
Aoril s60.24 95%s6.s0 $s0.73
May s60.24 920/T,$6.s0 $48.92
June s60.24 94%$6.s0 $50.r3
July s60.24 t2t%s6.s0 $66.39
Ausust s60.24 t2t%s6.50 $66.39
September $60.24 r09%$6.s0 $s9.16
October $60.24 1,15%$6.s0 $62.78
November s60.24 ll0o/o $6.s0 $s9.76
December $60.24 l29o/o $6.s0 s7r.2t
Table 2: Sample calculations for non-levelized Off-Peak Conforming Enerry n2012: Purchase
Price: (annual rate * monthly OflPeakmultipher) - wind integration cost.
Month Confhming
Energy
AnnualRate
for 2012
(p€rl\[Wh)
OltPeak
IIour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2012 Off-
PeakConfomring
Energr (perMwh)
Januarv $60.24 94%$6.s0 $s0.r3
Februarv $60.24 97%$6.s0 $s1.93
March $60.24 80o/o $6.s0 $41.69
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2n12014 Page 54
52
Meadow Creek Project Company lJ,C--FncPhe
Month Conforming
Energy
Annual Rate
for 2Ol2
(per MWh)
Off-Pea}
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2012 Otr-
Peak Conforming
Energy (per MWh)
April $60.24 760/0 $6.50 $39.28
Mav $60.24 63%$6.s0 s31.45
June $60.24 65%$6.s0 s32.66
July 960.24 920 $6.50 $48.92
August $60.24 to60h $6.50 $s7.3s
September s60.24 ggoh $6.50 s53.14
October $60.24 1050h $6.s0 s56.7s
November $60.24 960/"$6.s0 ss l.33
December $60.24 l20o/o $6.50 $6s.79
EXHIBIT 902
CASE NO. IPC-E-1T22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 55
53
Meadow Creek Prqiect Company ILC--FnvPbe
EXIIIBIT H
Seller Authorization to Release Generation Data to PacifiCorp
Ridgcliae Eacrgy LLC
1300NNorthlake Way
Seattle, WA 98103
Director, Transmission Sen"ices
PacifiCorp
825 NE Multnomab, Suit€ 1600
Podlan{OR 97232
29 Novenrber, 201 I
To Whom it lvlay Conce,la:
Ridgeline Energy LLC, on behalfofMeadow Creak Projecq ("Seller") hereby voluntarily
authorizes PacifiCorp's Transmission business rmit to share Seller's interconnection information
with Markaing Affiliate employees of PacifiCorp Enerry, including but not limited to those in
the Commercial and Trading group. Seller acknowledges that PacifiCorp did not p,rovide it any
preferences, either operational or rate-related" in exchange for this voluntary conseat.
Joan Hutchinson
svP
Ridgeline Energy LLC
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2nnV4 Page 56
54
Meadow Creek Project Company ILC--lhc Pirc
ADDENDT]ML
To be Revised
STATION LOAD, LOSSES, and NET OUTPUT
ALLOCATION ALGORITHM FOR TTIE
CEDAR CREEK WIND, LLC PROJECTS
This Addendum L is hereby made a paft ol and clarifies c€rtain terms in, the Power Purchase
Agreement between Cedar Creek Wind, LLC relating to FIW PINE, and PacifiCorp
("Agreernent") entered into the 22nd day of December. 2010. Capitalized terms not defined
herein shall have the meaning set form in the Agreement. Cedar Creek Wind, LLC ("Seller")
and PacifiCorp are at times refemed to herein individually as a "Party" or collectively as the
"Parties".
Cedar Creek Wind, LLC shall own a complex of five (narnely, Coyote Hill, Five Pine, Steep
Ridge, North Point, and Rattlesnake Canyon) se,parate,Idaho small wind Qualifung Facilities
(each, a "Cedar Creek Project" and collectively, the "Cedar Creek Projects") that share
collector wires, a 34.51345 kV substation (Codar Creek Substation), and related equipment,
which connect the Qualifying Facilities to the Point of Delivery ('Shared Interconnection
Facilities").
PacifiCorp has agreed to buy (and Seller has agreed to sell), at the Point of Delivery, Seller's
total energy output net of: (1) Sello's station service; (2) enerry provided by Seller to another
Cedar Creek Project for station service; (3) Seller's share of the transformation losses; and (a)
Seller's share of the line losses between Seller's Facility and the Point of Delivery (together
Seller's "Station Auxiliary Load and Losses"). However, Seller and PacifiCorp agre€ that it is
impossible to measure Seller's Station Auxiliary t oad and Losses separate and apart from the
Station Auxiliary Inad and Losses of the other Cedar Creek Projects. Therefore, in order to
implement an objective, practicable, and equitable process by which PacifiCorp may quantiry
enerry delivered by Seller to the Point of Delivery (net of its Station Auxiliary Load and
Losses), the Parties do agree as follows:
A. Billing Formulae. PacifiCorp shall determine Seller's Net Output in kWh for purposes of
the Agreement using the method specified below.
1. Definitions
NRj : the nameplate rating (alUaFacility Capacrty Rating) of Cedar Creek Project i.
NRr : the sum of all the nameplate ratings of Cedar Creek Projects (i : I to 5).
PALLI: the accumulated purchased enerry from Utility Supplier, as determined at the Point
of Delivery, to supply the net total station auxiliary load and losses for the Shared
Interconnection Facilities for Cedar Creek Projects i : 1 to 5 whenever zuch total
load and losses exceeds total generation output.
EXHIBIT 902
cAsE NO. IPC-E-13-22
D. NELSON, MEADOWCREEK PROJECT COMPANY LLC
2n12014 Page 57
55
oF1
Nq
Meadow Creek Proj ect Company LlCliw Pine
PALL; : the allocated share of PALLT for Project i as determined by multiplying PALLr by
NRj and dividing by NRr.
OP; : for a glven integration interval, the metered output energy of Cedm Creek Project i,
as determind by PacifiCorp's meter at the point where Cedar Creek Project i
connects to the Shared Interconnection Facilities. For any integration interval
during which any enerry is delivered to a Project from the Shared Interconnection
Facilities, such delivered energy is accumulated in a separate meter register and
does not decrement the register used to measure accumulated OPj. Therefore OPj is
by definition always gr:eater than or equal to zero, and in the event the meter records
OPj less thanzero, OPi shall be deemed to equal zero.
: the sum of all OPj (i: I to 5).
: for a glven integration interval, the total energy delivered to the Point of Delivery
(345 kV bus at Goshen Substation). NOr shall be as measured at PacifiCorp's
meter near the Point of Delivery (kWh, in lO-minute intervals), adjusted for any
transformation losses between the meter and the Point of Delivery. For any
integration interval during which any energy is delivered to the Point of Delivery
from PacifiCorp's system, such delivered energy is accumulated in a separate meter
register of the PacifiCorp meter and does not decrement the register used to
measure accumulated Net Output energy. Therefore NOr is by definition always
greater than or equal to zero and in the event the meter records NOr less than zero,
NOr shall be deemed to equal zero.
the net energy sold to PacifiCorp by Cedar Creek Project i during the integration
interval.
SALLI: the total of all station auxiliary load and losses for the Shared Interconnection
Facilities for Cedm Creek Projects (i : I to 5) when NOr is positive.
SALLj : the allocated shme for Cedar CreekProject i of SALLT.
2. Calculations
Calculations shall be reconciled and settled monthly. Calculations shall be based upon raw data
gathered from specified meters using a metering integration interval of S, 10, or IS minutes at
PacifiCorp's election to match the metering installation PacifiCorp specified (rrintegration
interval"). Calculations shall be rounded to the nearest kilowatt-hour in the final step.
.fal. Wen Total Generation Outout <=- Station Auxiliary Load and Losses
When, for any integration interval, the total of all OPj Project output amounts of energy zlmong
all Cedar Creek Projects (OPr) is less than or equal to the total station auxiliary load and losses
for the Shmed Interconnection Facilities, the meters at the Point of Delivery will accumulate the
Utility Supplier's delivery of purchased fl€f,gy, PALLT, to zupply such net total load and losses
in a meter register that is separate from that which accumulates NOr and NOr shall equal zero or
if negative, be deemed to equal zero.The "Utility Supplier" shall be the utilityproviding retail
electric service at the Facility (Roclqy Mountain Power). PacifiCorp shall have no obligation to
serve any of the Cedar Creek Projects'retail elecfric needs abscnt a scparate written agreement
EXHIBIT 902
CASE NO. IPC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2n12014 Page 58
NOi
56
Meadow Creek Project Company ll,C-$wPine
with PacifiCorp and then only with the permission of Seller's Utility Supplier. None of the costs
associated with provision ofretail elecfic service to Seller shall be bome by PacifiCorp.
(b\. When Total Generation Output> Station Auxiliary Load and Losses
Whan, for any integration intenral, the total generation of enerry among all Cedar Creek Projects
is greater than the total station auiliary load and losses for the Shared Interconnection Facilities,
the meters at the Point of Delivery will accumulate in a separate register PacifiCorp's receipt of
the total combined enffgy from all the Projects (NOr).The difference between OPr and NOr for
that interval (SALLT) is allocated to each Cedar Creek Project in proportion to its generation
output (OP, in the same integration interval to determine NQ by the formulae:
Let SALLr :[Opr_NOr] *d
SALLi : [SALLT] * [OPi/OPr]
The Net Output energy sold by each Projed i is then determined as:
NOj : t OPj - SALLi I and substituting for SALLi;
NOj : NOr*[OPi/OPr]
B. Limitation of PacifiCorp Purchase Liability. PacifiCorp's total purchase obligation to the
Cedar Creek Projects shall at no time exceed total anerry delivered by the Cedar Creek Projects
to the Point of Delivery. Therefore, in the event the sum of the Net Output energy (calculated
according to the preceding formulae) for all the Cedm Creek Projects is greater than NOr, the,lr
PacifiCorp shall reduce calculated Net Output energy from each Cedar Creek Project, pro rata
each Cedar Creek Project's share of the OPt, zuch that the total energy purchased from all the
Cdar Creek Projects at the Point of Delivery by PacffiCorp equals NOr.
C. PaciliCorp Right to Offset. In the event PacifiCorp determines it has underpaid one or
more Cedar Creek Projects (due to metering error or otherwise) and, as a result of underpaying
one or more Cedar Creek Projects, has overpaid Seller, PacifiCorp may adjust Seller's futurepayment(s) in order to recapture any overpayment received by Seller in a reasonable
time.
D. Condition Subsequent This Addendrun L was negotiated jointly among the Cedm Creek
Projects and PacifiCorp and is intended by all of the Cedar Creek Projects and PacifiCorp to be
one of five identical bilateral agreements, each between PacifiCorp and a Cedar Creek Project,
but each related to the other. Therefore, in the event one or more Cedar Creek Projects does not
agree to be bound by the terms and conditions set forth in this Addendum L, PacifiCorp may,
upon thirty days written notice, cancel all Addendum L agreements. In the event PacifiCorp
cancels this Addendum L in accordance with this Section D, PacifiCorp may satisff its
obligation to pay Seller by depositing when due, with an escrow agent chosen by the Cedar
Creek Projects, the total payment due to all Cedar Creek Projects under their respective Power
Purchase Agreements, less offsets (if any) calculated based upon NOr and the Contact Price.
tH{Dl
57
EXHIBIT 902
CASE NO. \PC-E-13-22
D. NELSON, MEADOW CREEK PROJECT COMPANY LLC
2nEO14 Page 59