20210104Exhibit 15.pdf

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Exhibit 15
EIVTT sm.
An ro oonP comDany
I
DONOVAN E. WALKER
SenlorCoumel
dunllol0ldahooorer.com
June 14,2010
VIA HAT'ID DELIVERY
Jean D. Jewell, Secrctary
ldaho Public t Jtilitios Commission
47 2 W *t Washington Street
P.O. Box 83720
Boise, ldaho 8372W474
Re: Case No. IPG-E-10-19
IN THE MATTER OF THE APPUCATION OF IDAHO POWER COMPANY
FAR APPROVAL OF A FIRM ENERGY SATES AGREEMENT WTI|
GRII'VD VEil SOTAR PV ONE, LLC, FOR THE SALE AND PURCHASE
AF ELECTRIC ETVERGY
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (4 copies of ldaho Porer
Company'sApplication in the above matter.
Very truly yours,
Donovan E. Walker
DEIA*csb
Enclosures
P.O. Box 70 (83707)
1221.W ldaho St.
Boise, lD 83702
DONOVAN E. WALKER (lSB Nlo. 5921)
LISA D. NORDSTROM (lSB No. 5733)
ldaho PowerCompany
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: (208) 388€936
[e-mail]
lnordstrom @ldahooower. oom
F,ECIiVEi)
?$10 JUli lL Plt lr: 5l
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Attomeya for ldaho Power Company
Street Address for Exoress Mail:
1221 West ldaho Street
Boise, ldaho 83702
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSTON
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF A FIRM ENERGY SALES
AGREEMENT WITH GRAND VIEW
SOLAR PV ONE, LLC, FOR THE SALE
AND PURCHASE OF ELECTRIC
ENERGY.
CASE NO. IPGE.1O-19
APPLICATION
ldaho Power Company ("ldaho Powe/ or the "Companf), in accordance with
ldaho Code S 61-503 and RP 52 and the applicable proMsions of the Public Utiltty
Regulatory Policies Act of 1978 ("PURPA'), hereby respectfully applies to the ldatp
Public utilities Commission (1PUC or the 'Commission') for an Order approMng the
Firm Eneryy Sales Agreement between ldaho Power and Grand Mevv Solar PV One,
LLC ("Grand VieW') under wtrich Gnand View r,rould sell and tdaho Porrer would
purchase electric eneqy generated by Gnand Meu/s photo voltaic solar power prcject
(.Facilit/) located in Elmore County, ldaho.
APPLICATION - 1
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ln support of this Applicatbn ldaho Power represents as follows:
I. BACKGROUND
1. Sectlons 201 and 210 ol PURPA, and pertinent rcgulations of the Federal
Energy Regulatory Commission ('FER9), require that regulated eleclric utilities
purchase power produced by cogenerators or small power producers that obtain
qualiffing facility ('QF") status. The purchase price a QF receives for the sale of its
powor is generally refened to as the aroided cost rate and is computed to be equal to
the incrementat cost to an electric utility of electric enelgy or capacity or both, which, but
for the purchase from the QF, such utilily would generate itself or purchase from
another source. The Commission has auffprity under PURPA Sections 201 and 21O
and the imptementing regulations of the FERC, 18 C.F.R. S 292, to set avoided costs, to
order etectric utilities to enter into fixed-term obligations for the purchase of energy from
QFs, and to implement FERC's PURPA rules.
[. THE FrRil ENERGY SALES
^GREEMENT2. On June 8, 2OlO, ldaho Power and Grand View entered into a Firm
Energy Sales Agreement ('Agreemenf) for the Facility pursuant to the terms and
conditions of the various Commission Orders applicable to this PURPA agreement.
See, Order Nos. 30415, 30488, 30738, and SOT4y'. A @py of the Agreement is
enclosed with this Application as Attachment No. 1. The Agreement is for a term of 20
years and contiains the non-levelized pubtished avoided cost rates established by the
Commission in Order No. 30744 for energy deliveries of less than 10 average
megawatts ("tt/M').
APPLICATION - 2
3. The nameplate rating of this Facility wilt be 20 iln r. As defined in
paragraph '1.21 of the Agreement and as described in paragnaph 4.1.3 of the
Agreement, Grand Merr will be rcquired to provide data on the Facility that ldaho Power
will use to confirm that under mrmal andlor awrage conditions the Facitity will not
exceed 10 average MW on a monthly basis.
4. Grand Mew has elected a Scheduled Operation Date of January fi,2011,
for the Facility. lf the Facitity has not achieved its Operatbn Date by that date, Delay
Liquidated Damages and associated Delay Security provisions within this Agrcement
arc applicable.
5. Section 20.1 of the Agreement proMdes that the Agreement will not
become effeclive until the Commission has approved all of the Agreement's terms and
conditions and declared that all paynents ldaho Power makes to Grand View for
purchases of energy will be allowed as prudently incuned expenses for ratemaking
purposes.
6. All applicable interponnection study charges under Schedule 72 have
been assessed and ollected from Grand View. The final interconnection Feasibility
Study is complete. ldaho Power Power Supply has made application for applicable
transmission capacity and has been notified that transmisslon capacity is avallable.
III. APPLICABLE RATES
7. On March 16, 2010, in Order No. 30125 issued in Case No. GNR-E-10-01,
the Gommission adopted nerr published aroided cost nates for the purchase by ldaho
Powerof capacity energy from PURPA QFs. The rates adopted in Order No. 31025 are
approximately 10 percent lower than the rates preMously adopted in Case No. GNR-E-
APPLICATION - 3
09-01, Order No. 30744. By its terms, Order No. 31025 applies to new PURPA
contmc.ts executed on and after March 16, 2010. Because the Agreement is dated
June 8, 2010, Order No. 31025 would require that the rates to be paid Grand View
under the Agreement would be the rates set out in Order No. 31025 rather than the
higher rates approved by the Commission in Order No. 3074. However, this
Commission has recognized in prior Orders that there are situations when QF rates are
changed that it is appropriate to include a prior vintage of rates in a cunent PURPA
contnact.l ln several cases litigated in the early to mid-1990s, thCI Commission
determined, and the ldaho Supreme Court afftrmed, certain criteria that a QF developer
must satisfy in order to establish an entitlement to sell energy at a particular published
avoided cost rate.2 One of the criteria that would quatify a particular generating facility
to receive the superseded rate requires that the developer have executed a power sales
agreement with the utility at the rate in question before a successor rate becomes
effective. lf the QF cannot meet the first criteria, the second crtteria reguires that prior
to the new rates effective date, the QF developer must have filed a meritorious
complaint alleging that the proiect was sufficiently mature and far enough along in the
contracting process that but for the conduct of the utility company, the developer rrrould
have been able to sign a contract with the utility ontaining the superseded rates.
8. ln this case, Grand View had not signed a contract with ldaho Power to
purchase the Facility generation on or before March 16, 2010. Upon review of the facts,
and by signing this Agreement and roluntarily submitting it to the Commission, ldaho
I The ldaho Supreme Court has corfirmed that it is wtthin the Commiesion's jurisdiction to
determine whicfr vlntage of QF rates sho.rld apply to a PURPA contract. See Emphe Lumber v.
Washiryton Water Poeter,114 ldaho 191, 755 P.zd 1?,29 (1988) aN A.W. Brolilr, @-, lnc., v- ldaho
Power @mpany, 121 ldaho 812, 828 P.2d U1 (1992).
2 A.w. *own, Rosebu4'131 tdaho.
APPLICATION.4
Power has ooncluded that Gnand Mew meets the second test described above and
should be entitled to the rates established by Order No. 3074,4 in Case No. GNR-E-09-
01. The Company has received a number of raquests br 'grandfathering" of QF
contracts. ln making a determination to ftle and support an application urging that a
particular QF projec{ is entitled to the Order No. 3074,4 rates, the Company concluded
that a project must have met ALL of the following criteria prior to March 16, 2010.
a. lnteroonnection and Transmission
lication; and
ii. Received and accepted an interconnection feasibility study
teport for the project and paid any requested study deposits (or established credit) for
the next phase of the interconnection process in accordance with Schedule 72: and
iii. Reeived confirmation from ldaho Power that transmission
capacity is available for the project and/or received and accepted tnansmission capacity
study results and cost estimates.
b. Purchase PowerAoreement
i. ^, "n*.rent was materially complete prior to March 16,
2010, and except for routine ldaho Power final processing, an agreement would have
been executed by both parties priorto March 16, 2010.
9. lt is ldaho Por,ve/s opinion that the Grand View Facility meets all of the
above-referenced crfieria. With respec{ to the power purchase agroement criteria,
Grand View and ldaho Power had resolved all materialoutstanding contnact issues prior
to March 16, 2010. However, the Company was also evaluating an altemative, non-
PURPA power purchase agreement wtth Grand View regading this Facility. ldaho
APPLICATION.s
Power completed this evaluation and review on or about May 6, 2010, and elected not
to proceed with a non-PURPA oontract fur this prcject. The effect of pursuing the
erraluation of a non-PURPA povrrer purchase with the Facility was essentially to place
the othenvise complete, but unexecuted, PURPA agreement on hold, during which time
Order No. 31025 was issued, which changed the published avoided cost nate. ln ldaho
Powe/s opinion, the Agreement uould have been signed by both parties prior to March
16, 2010, except for the time required by ldaho Power to evaluate and pursue a
possible non-PURPA pou,er purchase agreement and, as a result, the Facility should
qualifo for a contmct including the Order No. 30744 rates. Gnard View is cunent in all
of its interconnection str.rdy payments and so as long as Grand View continues to
provide requested information in a timely manner and pay inroices on time, it appears
that the interconnection can be completed in time for Grand View to achieve ils
Scheduled Operation Date for the Facility.
10. The Agreement contrains the most recent terms and conditions, including
the liquidated damages and security provisions prevtously approved by the Commission
in the Arena Drop and the Dry Creek dairy cases, Order Nos. 31060 and 31034,
respectively.
11. Based on the foregoing, ldaho Power believes that the Agreement meets
the criteria established by the Commission in its prior Orders and the Commission
should apprcve the Agreement as presented.
IV. TODIFIED PROCEDURE
12. ldaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
APPLICATION.6
under Modifid Procedure, i.e., by written submissions rather than by hearing. RP 201,
ef seg. lf, tpwever, the Commission determines that a technical hearing is required, the
Company stands ready to present its testimony and support the Application ln sucfi
hearing.
V. COUTUNICATIONS AND SERVICE OF PLEAT'INGS
13. Communications and seMce of pleadings, exhibitrs, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker, Senior Counsel
Lisa Nordstrom, Lead Counsel
ldaho PowerCompany
122'l Wesil ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwal ker@id ahopower. com
I no rdstro m @ id ahooowe"f . co m
Randy C. Allphin
Sr. Energy Contrac{ Coordinator
ldaho Power Company
1221 West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ralloh [e-mail]
VI. REQUEST FOR RELIEF
14. Idaho Power Company respectftrlly requests that the Commission issue
an Order (1) authorizing that this matter may be processed by Modified procedure; (2)
approving the Firm Energy Sales Agreement between tdaho Power Company and
Gnand View Solar PV One, LLC, without change or condition; and (3) declaring that all
payments for purchases of energy under the Firm Energy Sales Agreement between
ldaho Power Company and Grand Vbw Solar PV One, LLC, be allowed as prudenty
incuned expenses for ratemaking purposes.
Respectftrlly submifted this 14h day of June 2010.
DONOVAN E. WALKER
Attomey for ldaho Power Company
APPLICATION - 7
CERTIFICATE OF MAIUNG
I HEREBY CERTIFY that on the 14h day of June 2010 t served a true and conect
copy of the turegoing APPLICATION upon the following named parties by the method
indicated below, and addressed to the following:
Gmnd Vlew Solar PV One, LLG
Robert Paul, Managing Member
Grand Mew Solar PV One, LLC
15690 Vista Circle
Desert Hot Springs, Califomita 94221
_Hard DeliveredX U.S. Mail
_Ovemight Mail
_FA)(
Email
Peter J. Richardson
RICHARDSON & O'LEARY, PLLC
515 North 27h Street
P.O.Box7218
Boise, ldaho 83702
_Hand D,aliveredX U.S. Mai!
_Ovemight Mail
_FA)(X Email [e-mail]
Donovan E. Walker
APPLICATION .8
BEFORE THE
IDAHO PUBLIG UTILITIES COII'IMISSION
CASE NO, IPG.E.{0.19
IDAHO POWER COMPANY
ATTACHMENT NO. 1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAIIO POWERCOMPA}IY
A}ID
GRAI.ID VIEW SOI^AR ONE PV, LLC
TABLE OF CONTENTS
Article TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Accefince of Energy
Tennand Operation Date
Purc.hase and Sale ofNet Eneqgy
hrchase Price and Method of Paynent
Facility and Interconnection
Met€ring and Telemetry
Records
Operatiors
krdemnification and Insurance
Force Majeure
Liability; Dedication
Sevtral Obligations
Waiver
Choice of laws and Venue
Disputes and Defrult
Governmeirtal Authorization
CommissionOrder
Successors andAssigns
Modification
Taxes
Notices
Additional Terms and Conditions
Swerability
Cormterparts
Eutire Agreemeirt Signatures
I
2
3
4
5
6
7
8
9
10
11
t2
t3
t4
l5
16
t7
t8
19
20
2l
22
23
24
25
26
27
28
App€ndixA
4ppendixB
Appendix C
AppendixD
FIRM ENERGY SALES AGREEMENT
(10 aI\dW orLess)
Project Name: Grand Vien, Solar PV One
Projet Nurnber: 2t 61 51 50
THIS AGREEMENT, entered ifro on tt* &L 6^, og 6rn< 2010between GRAI{D
VIEW SOLAR PV ONE, LI,C, an Idaho limited liability company (Seller), and IDAIIO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes refcrred to collectively as
"Partieso' or individualty as "Party."
WTTNESSETH:
WHEREAS, Sellerwill design, construct, owr5 maintain and operatean electric generation
facility; and
WHEREAS, Seller wishe to sell, and Idaho Power is willing to purchase, firm electric enerry
produccd by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and ageeinents hereinafter set fortb, the
Parties agree as follows:
ARTICLE I: DEFIN]TIONS
As used in this Agrement and the appendices attached hereto, the following tonrs
shall have the following meanings:
1.1 "BaE-EEggt''- Monttrly Net Energy less rhan 110% of the monthly Net Energ Arnount as
specified inparagraph 6.2 of this Agree,meirt.
1.2 "Qo.m4qlgsion" - The Idaho Public Utilities Commission.
1.3 "esgtract Y€at'' - The period commencing each calendar year on the same calendar date as the
OperationDate and ending 364 days thereafter.
1.4 "Delay Liquidated Damases" - Da^trrages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5, 5.6 and 5.7.
I
st06,t20t0
1.5 '&la11Per]g4!,'- All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
1.6 "DslAyldgg" - The current month's Mid-Columbia Market Enerry Cost minus the curent
month's All Hours Energy Price specified in paragraph 7.3 of this Agroement. tf this calculation
results in a value less than 0, the result of this calculation will be 0.
L.l "Designated Dispafch Facilihf'- Idaho Pow€ros Systerns Operations Group, or any subseque,lrt
group designated by Idaho Power.
1.8 "&giliry'- That electric generation facility described in Appemdix B of this Agreeinelrt.
1.9 "First Energy D--ateu - The day cornmencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idalro Power's systeut at the Point of Delivery.
1.10 "tlealryJ,oad.Horus" - The daily hours beeinning at 7:00 am, ending at 11:00 prnMotrntain
Time (16 hours) excluding all hours on all Srmdays, New Years Day, Memorial Day, Fourttr of
July, LaborDay, Thanksgiving and Christmas.
l.l I "Ingdvertelrt l4erry" - Electric energy Seller does not inteird to generate. Inadvertent eirergy is
more particularly described in paragraph 7.5 of this Agreement.
L.l2 "Interconnection Facilities" - All equipmelrt specified in Schodule 72.
1.13 "Initial Capacity Determination" - The procas by which Idatro Power confinns that undet
normal or average design conditions the Facility will geirerate at no more thsn l0 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo.29632.
L.l4 "LiSt L,oed_Horug" - The daily hours beginning at 11:00 pr& ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourth of July,
l.abor Day, Thanksgiving and Christmas.
I .15 "I&S" - The loss of electrical energy expressed in kilowatt hotrs ftWh) occurring as a result
of the hansformation and fansmission of energy betwren the point where the Facility's energy is
st06l2010
metered and the point the Facility's €nerry is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agree,ment.
1.16 "Market Enerey Reference Price" - Eighty-five percent (85%o) of the Mid{olumbia Marka
Energy Cost.
l.l7 "Material Breagh" - A Default (paragraph 18.2.1) subject to paragraph 18.2.2.
1 .l 8 "M.aximum CapAcity Amount" - The maximum capacrty (MW) of the Facility will be as
specified in Appendix B of this Agree,melrt.
1.19 "Metering-&gi@enl: - All equipment specified in Schodule T2,tlis Agreement and any
additional equipment specified in Appendix B required to m@sure, record andtelemeterbi
directional power flows between the Selleds elechic generation plant and Idaho Power's system.
L.20 "Mid- Colunibia Market EneiEy Cosf'- The monthly weighted average of the daily on-peak and
offaeak Dow Jones Mid{oltrmbia Index (Dow Jones Mid{ Index) prices for non-finn en€rgy.
If the Dow Jones Mid{ohmrbia Index price is discontinued by the reporting aryiw!,both Parties
will mutually agree upon a replaceineirt inde& which is similar to the Dow Jones Mid-Columbia
Index. The selected replace,ment index will be consistent with other similar agreernents aud a
commonly used index by the elecEical industry.
l.2l 't{aEgeplate-espegiEf'-The full-load eloctrical quantities assigned by the designer to a ge,nerator
and its prime mover or other pioce of elechical equipmeirt, such as transforrners and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-anperers, kilowatts, volts
or other appropriate rmits. Usually indicatod on a nameplate attached to the individual machine
or device.
1.22 'llet-Eger$C'- All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Subject to the terms of this Agreelnent, Seller commits to
deliver all Net Ene4gSr to Idaho Power at the Point of Delivery for the full tsm of the Agreement.
Net EnergSr does not include Inadvertent Energlr.
1.23 "Qperation Date" * The day commencing at 00:01 hours, Mountain Time, following the day that
all requiremeirts of paragraph S.Zhavebeen coryletd.
-3-
sn6t20t0
1.24
t.25
1.26
r.27
t.28
1.29
1.30
1.31
"Point-gf,De[ysC' - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected and the €nergy from this Facility is delivered to the
Idatro Power electrical system.
'@'- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipmeirt lawftrlly,
safely, depe,ndably, efficiently and economically.
"scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Schoduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facitity
shall achieve the Operation Date.
"sghedde 72- - Idaho Power's TariffNo 101, Schedul e 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to py all costs of interconnection
and furtegration of this Facility into the Idaho Power elechical syste,rn as spocified within
Schedule 72.
"Seasonl'- The three p€rids identified in paragraph 6.2.1 of this Agreement.
"EpddFad!fties] - Additions or alterations of transmission and/or dishibution lines and
trarsformers as dccribed in Schedule 72.
"Stat!@-lk" - Electrie e,lrergy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"SrUplUS_Euerg" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount forthe corresponding month specified inparagraph 6.2. or (2) If theNet Energy
produced by the Seller's Facility and delivered to the Idaho Power elecfiical systc n duing the
month is less than 90% of the monthlyNet Energy Amount for the correqponding month
specified in paragraph 6.2, then alt Nct Energy deliverd by the Facility to the Idaho Power
etectrical systern for that given month or (3) Atl Net Energy produced by the Seller's Facility and
delivered by the Facility to the ldaho Power electrical system prior to the Operation Date.
4- ,,'t2oro
2.1
2.2
1.32 "Total.Cost of the Facilitf'- The total cost of stnrctures, equip,ment and appurtenances.
ARTICLE tr: NO RELIANCE ON IDATIo POWER
Seller Independent Investigation - Seller warrants and rcpresents to Idaho Power that in entering
into this Agreement and the by Seller of the obligations set forth hereiq Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experieirce or expotise of Idaho Power in connection with the transactions
contenplated by this Agreement.
Seller Indepeirdent Experts - All professionals or experts including but not limited to, sng.e€rs,
attomeys or accountants, that Seller rnay have consulted or relied on iu undertaking the
transactions contemplatod by this Agreeinent have been solely those of seller.
3.1
ARTICLE III: WARRANTIES
No Wanantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idatro Power rnakes no warranties, expressed or irnpliod regnrding any aspect of
Seller's design, specifications, equiprnent or facilities, includi4g, but not limited to, safety,
durability, reliability, strength, capacity,adequacy or economic feasibility.
Ouali&ing Facilig Status - Sellerwarrants that theFacility is a *QualiffingFacility," as that term
is used and defined in 18 CFR 292.20I d seq. After initial qualification, Seller will take such
steps as rnay be required to maintain the Facility's Qualiffing Facility status during the term of
this Agrcemelrt and Seller's failure to maintain Qualifting Facilrty status will be a Material
Breach of this Agreement. Idaho Power reserve the right to review the Facility's Quali&ins
Facility status and associatod support and coryliance documents at anytime dlring the term of
this Agreoment.
3.2
4.t
ARTLQTE IV: CONDITIONS TO ACCEPTA}.ICE OF ENERGY
Priorto the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
enerry from the Seller under U* e8rec, tlSellcr shall:
5t0tr24fi
4.1.1
4.1.2
4.1.3
Submit proof to ldaho Power ttnt alt 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 compliance with Subpart B, 18 CFR 2g2.2ll d.
seq. as a ceiified Qualifuing Facility.
Opinion of Cor:nsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admittd to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permits and ap,provals 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
coryliance with said p€rmits as of the date of the Opinion Letter. The Opinion Irtter
will be in a fomr 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 accqrtance of the fomr 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 Iaw (1991).
Initial Capacitv Determhation - Submit to ldalro Power zuch data as Idaho Powermay
reasonably require to perfomr the Initial Capacity Deteomination Such data will inslude
but not be limited to, Nameplate Capacity, equipment speifications, prime mover data,
nesource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this informatioru Idaho Power will rwiew the provided data
and if necessary, request additional data to cornplete the Initial Capacity Detennination
within a reasonable time.
4.1.3.1 If the Maximum Capacrty specified in Appendix B of this Agree'ment and the
cumulative manufacture Nameplate Capacity rating of the individual generation
units at this Facility is less thao 10 MW. The Seller shall sub,mit detaile4
rnanufacturer, verifiable data ofthe Nameplate Capacity ratings ofthe actual
individul generation units to be installed at this Facility. Upon verification by
,6-
s/06/2010
4.1.4
4.1.5
4.t.6
4.1.7
4.1.8
4.1.9
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generatio:r rmits to be insta[ed at this Facility is less than 10 MW, it
will be deerned that the Seller has satisfied the Initial Capacity Determination for
this Facility.
Namwlate Capacity - Submit to ldaho Power manufacturer's and engineering
documentation that e.stablishes the Nameplate Capacrty of each individual genemtion unit
that is included withh this entire Facility. Upon receipt of this data, ldaho Power shall
review the providod data and determine if the Nameplate Capacity specified is reasonable
basod upon the manufacturer's specified generation ratings for the sprcific generation
units.
Engineer's Certifications - Submit an executed Engineos Certification of Design&
Constnrction Adequacy and an Fngineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form qpecified in Appendix C but n:ay be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
lnsurance - Submit written proof to Idaho Power of all insurance required in Article XII.
Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requiremelrts.
Network Resornce Designation - Provide written confirmation from Idaho Power that the
Seller's Facility has been designated as a network resource capable of delivering firm
enerst up to the amount of the Maximum Capacity.
Written Accentance- Request and obtainwritte,n confirmation from ldaho Powerthat all
conditions to acceptsnce of energy have be€n 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.
-7-
st06,nofi
ARTICLE V: TERM A}.ID OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years fromthe Operation Date.
5.2 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 Ageeinent in a form acceptable to Idalro Power has
been received.
c) Seller has demonstrated to Idaho Poweds satisfaction that the Facility is corrylete and
able to p,rovide enerry in a consiste,nt, reliable and safe nnnner.
d) Seller has requested an Operation Date from Idatro Power in a written format.
e) Seller has reccived written corfinnation from Idalro Power of the Operation Date.
This confimration will not be rmreasonably withheld by ldaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before the
Scheduled Operation Date. Delays in the interconnection and transmission network upgrade study,
design aod construction process that are not Force Majare ev€nts accepted by both Parties shall not
prevent Delay Damages being calculated as specified inthis Agreemerlt.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Damages calculated at the end of ech calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to (Current month's Initial Year Na
Enerry Amount as specified in paragraph 6.2.1 dividd by the ntrmbar of days in
the current month) multiplied by the number of days in the Delay Period in the
current month) multiplied by the current month's Delay Price.
-8-
st06l20t0
5.4
5.3.2 If the Operation Date does not occur within ninety (90) days following the Schedgled
Operation Date the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to thoseprovidd in 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in KW.
If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled
Operation Datg such failure will be a Material Breach and Idaho Power may terminate this
at any time until the Seller cures the Material Breach. Additional Delay Damages
beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable usrng the Delay
Damage calculation described in 5.3.1 above for all days exceeding 90 days past the Scheduled
Operation Date until such time as the Seller cures this Material Breach or Idaho Power terminates
this Agreemelrt.
Seller shall pay Idatro Power any calculated Delay Damages or Delay Liquidated Damages within
7 days of whe,n ldaho Power calculates and presents any Delay Damages or Delay Liquidated
Darnages billings to the Seller. Seller's failure to pay these damages within the specified time
will be a Material Breach of this Agreennent and Idaho Power shall draw funds from the Delay
Security provided by the Seller in an amoutrt equal to the calculated Delay Damages or Delay
Liquidated Damages,
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Ope,lation Date on or before the Scheduled Operation Date would be difficult or
impossible to prcdict with certainty, and that the Delay Liquidated Damages are an appr,opriate
ap,proximation of such damages.
The Seller shall; l) submit evideirce acceptable to Idalro Power that the Seller has obtained a
favorable feasibility study report from the interconnoction provider at the time the Seller executes
this Agreement and 2) within thirty (30) dap of the date of a Commission Order as specifiod in
5.5
5.6
5.7
-9-
stMnon
Article )C( approving this Agreement the Seller shall post liquid security ("Delay Security') in a
fomr as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1.
5.7.1 Delay Senritv The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maxirnum Capacity being measured in KW or the sum of thnee month's estimated
revenue. Where the estimated three months of revenue is the estimated nev€,![le
associatod with the first three full months following the estirrated Scheduled Operation
Date, the estimated kWtr of energr as specified in paragraph 6.2.1 for those
three months multiplied by the All Hours Energy Price specified in paragraph'1.3 fot
each of those tbree months.
5.7.1.1 In the welrt (a) Seller provides Idaho Power with certification that (1) a
generation interconnoction agreement speciffing a schodule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been cornpleted and the Seller has paid all r_equired interconnoction
costs or (2) a generation interconnection agreement is substantially corylae and
all material oosts of interconnection have been ideirtified and agreed upon and
the Seller is in compliance with all terms and conditiors of the generation
interconnection agreement, the Delay Sectrity calculated in aooordance with
paragaph 5.7.1 will be reduced by ten percent (l0olo).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreemeirt speeified in paragraph 5,7.1.1 is revised and as a
result the Facility will not achiwe its Operafion Date bythe Scheduled Operation
Date or Q) it the Seller does not riraintain cornpliance with the generation
interconnection agreement, the full amount of the Delay Secruity as calculated in
paragraph 5.7.1 will be subject to reinstateme,nt and will be due and owrng within
5 business days from the date Idaho Power roquests reinstate,ment. Failure to
timely reinstate the Delay Socurity will be a Material Breach of this Agreemeirt.
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5/0612010
5.7 -2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay
Damages and/or Delay Liquidated Damages are paid in full to Idaho Power and the earlia of (l)
30 days after the Operation Date has bwn achievod or (2) 60 days after the Agreenrent has been
terminated.
6.1
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Deliver.v and Acceptance of Net Enereiv - Except when either Part/s performance is excusod as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Eneqgr to Idaho
Power at the Point of Delivery. All Inadvertent Energr 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 amount
of Na Energy and/or Inadvertent Energr produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Anrount.
Net Energy Amounts - Seller iffends to produce and deliver Net Energy in the following montbly
amounts:
6.2.1 Initial Year Monthly Net Enerqv Amounts:
Month
6.2
Season 1
Season 2
March
April
May
hrly
August
Novenrber
December
frme
September
October
January
Febnrary
kwh
3,250,000
3,192,000
4,299,000
4,816,000
4,310,000
2,166,000
1,914,000
4,334,000
3,759,000
3,264,OW
1,326,000
2,02g,ooo
Season 3
6.2.2 Ongoing Monthly Net Enerey Amounts - Seller shall initially prcvide Idaho Power with
one yeaf, of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
- I l-
5/06t2010
6.2.3
6.2.4
and begirming at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates beyond those
gsneration estimates previously provided. This information witl be provided to Idaho
Power by written notice in accordance with paragraph 24.1, no later tban 5:00 PM of the
5* d"y following the eird of the previous month. If the Seller does not provide the
Ongoing Monthly Net Enagy Amounts in a timely mann€r, Idaho Power will use the
most rocent 3 months of the Initial Year Monthly Net Eneqry Arnouots specified in
paxagaph 6.2.1 forthe next 3 months of monthlyNet Energy anounts.
Seller's Adjustmemt of Net En€rgyAmount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 24.1, the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amormts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
tlree months of previously provided Net Enerry Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 24.1, no later than
5:00 PM of the 5e day following the end of the prcvious montb, the Seller may
revise all other previously provided Net En€rgy Amounts. Failure to provide
timely written notice of changed amormts will be ds€mod to be an election of no
change.
Idaho Pow€r Adjusmeot of Net En€rgy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph I1.2.1 or if the Seller declares
a Suspension of Enerry Deliveries as specified in paragr4h 11.3.1 and the Seller's
declared Suspeirsion of Energr Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the redtrction or
suspemsion under paragraph ll.2.l or 11.3.1 occurs will be reduced in accordance with
the following:
-12'
st'tzoto
WherE:
NEA = Cunelrt Monfh's Net Energy Amount (Paragraph 6.2)
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Enerry as specified in paragraph I 1.2.1 this value will be
equal to the percelrtage of curtailme,nt as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspe,lrsion of Enerry Deliveries as
specified inparagraph I1.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted bythe cirpumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual ge,nerator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
: Actual hours the Facility's Net Energy deliveries were either
reduced or zuspended under paragraph 11.2.1 or 11.3.1
: Actual total hours inthe current month
Rezultine formula beins:
TGU
RSH
TH
Adiusted
Nei energy = NEA
Amormt ),(H ) )((
SGU
TGU
X NEA
6.3
This Adjusted Net EneqgSr Amount will be usod in applicable Suplus Energy calculations for
omly the specific month in which Idaho Power was excused fr,om acce,pting the Seller's Net
Energr or the Seller declared a Suspension of Energy.
Unless excused by an event of Force Majeurg Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least t€n ptrcelrt (l0y} of the sum of the lnitial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an evelrt of default.
ARTICLE Vtr: PI]RCIIASE PRICE AND METHOD OF PAYMENT
Base EnerEv Heaw [pad Purchase Price - For all Base Enerry received during Heavy l.oad7.1
- 13-
st06noto
Hours, Idaho Power will pay the non-levelized eneqgy price in accordance with Commission
Order 30744, 30738 and adjusted in accordance with Commission Order 30415 for Heary Load
Itrour Energy deliveries with seasonalization factors applied:
Year
2009
2010
20tl
2012
2013
2014
2015
2016
2017
20t8
20t9
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2A3t
Year
20a9
2010
20tl
2012
2013
20t4
Season I -(73.50o/o)
MillslkWh
58.65
57.98
59.54
6t.22
62.62
64.05
65.52
67.10
68.63
70.29
7t.91
73.56
75.26
76.99
78.78
80.60
82.47
84.75
87.10
89.53
92.03
94.60
96.69
Season2 -(l20.0AYA
Mills/kwh
95.76
94.67
97.21
99.95
1O2.23
104.57
106.97
109.55
t12.05
114.77
117.40
120.10
t22.87
125.70
128.61
131.59
134.65
138.37 .
1,42.21
146.17
150.25
154.45
157.85
Season3-(100.00o/o)
Mills/kV&
79.80
78.89
81.01
83.29
85.19
87.14
89.14
91.29
93.38
95.il
97.83
100.08
102.39
,04.7s
107.18
109.66
ll2.2l
r 15.31
118.51
121.81
t25.21
128.71
l3l.55
7.2 Base Energ:y Light Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the non-lwelizd aergy price in accordance with Commission Order
307M,30738 and adjusted in accordance with Commission Order 30415 for Light l,oad Hour
Energy deliveries with seasonalization factors applied :
Season L -(73.50W
Mills/kwh
53.30
52.63
54.19
55.87
57.27
58.70
- t4-
Season2-(120.00%o)
Mills/kwh
87.02
85.93
88.47
9t.21
93.49
95.83
Season3 -(100.00olo)
Mills/kwh
72.52
71.61
73.73
76.01
77.91
79.86
s/06/2010
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
60.1?
61.75
63.28
u.94
66.56
68.21
69.90
71.@
73.42
75.25
77.t2
79.40
81.75
84.18
86.68
89.2s
91.33
Season I -(73.50W
MiUs/kU/h
56.27
55.60
57.t6
58.84
60.24
61.67
63.14
il.72
66.2s
67.91
69.53
71.18
72.87
74.61
76.39
78.22
80.09
82.37
84.72
87.15
89.64
- 15-
98.23
100.81
103.32
106.03
108.66
111.36
114.13
116.97
119.88
122.86
125.91
129.@
133.48
137.43
141.51
t45.71
149.12
Season2-(l20.A0YA
Millslkrfi&
9t.87
90.78
93.32
96.06
98.34
100.68
103.08
105.66
108.17
110.88
113.51
116.21
I18.98
12t.82
t24.72
127.71
r30.76
t34.49
138.32
142.28
146.36
81.86
84.01
86.10
88.36
90.55
92.80
95.11
97,47
99.90
102.38
104.93
108.03
tLt.23
114.53
tt7.93
tzr.43
124.27
Season3-(100.00%)
Mill$/kll'h
76.56
75.65
77.77
80.05
81.95
83.90
85.90
88.05
N.l4
92.40
94.59
96.84
99.15
l0t.5t
103.94
106.42
t08.97
t12.07
1t5.27
118.57
121.97
7.3 AII Hours Energy Price - The price to be used in the calculation of the Surplus EneqSr Price and
Delay Damage Price shall be the nonJevelizod en€rgy price in accordaoce with Comnrission
Order 30744 and 30738 with seasonalization factors applied:
Year
2009
20t0
20tL
2012
2013
20t4
2015
2016
20t7
2018
2019
2020
202r
2022
2023
2024
2025
2026
2027
2028
2029
5tMnu0
2030
2031
150.56
153.97
Surplus Energy Price - For all Surplus Energy, Idaho Power shall payto the Sellerthe curent
month's Market Energy Reference Price or the All Hours Enerry Price specified in pamgraph
7.3, whichever is lower.
Inadvertent Enerpy-
7 .5.1 Inadvertent Energy is electric eirergy produced by the Facility, expressed in kwbs
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 whish the €nerry was deliverod.
(For example January contains 744 hotrs. 7zl4 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this exaryle
would be Inadverteirt Energy.)
7.5.2 Although Seller intends to design and operate the Facility to gmerate no more than 10
average MW and therefore does
1ot
intend to generate Inadvertent Energy, Idaho
Power will accept Inadvertent Energy that does not exceed the Maximum Capacrty
Amount but will not purchase orpay for Inadvertent Bnergy.
Pavment Due Date - Energy payments, less any pa)4neNrts due to Idaho Power will be disbursed
to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Net Enerry actually delivered to Idaho Power as specified in
Appendix A.
Continuing Jurisdiction of the Commission.This Agreernent is a spocial contract and, as sucb, the
rates, terms and conditions contained in this Agreement will be consfiued in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energv. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idatro Power Comoanv v. Idaho Public Utilities Commission, 107
ldaho 1122,695P.2d 1 261 (1985), Afton Energy. Inc. v. Idatro Power Comoanlv, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
cFR $292.303-308
- 16- st'noto
92.22
94.30
12s.47
128.3r
7.4
7.5
7.6
7.7
8.1
ARTICLE VItr: FACILITY A}.ID INTERCONNECTION
Desielr of Facilitv - Seller will design, @nstnrct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Enerry and Inadvertent Eneqgy to the Idaho Power Point of Delivery for the full
term of the Agree,ment.
9.t
ARTICLE D(: METERING A}rlD TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, providg install, and
maintain Metering Equipment to be located at a mutually agred upon location to record and
measure pow€r flows to Idaho Power in accordance with ScheduleT2 atthe Point of Delivery.
The Metering Equipmeirt will be at the location and the gpe required to measure, record and
rQort the Facility's Net Eneqgt, Station Use, Inadvertcnt Ene"ry and maximum €ner$/ deliveries
(k!U in a marmerto provide Idaho Power adequate enerst measurement data to adnrinisterthis
Agreement and to integrate this Facility's energy production into ttre Idatro Power elecrical
systern.
ARTICLE X . RECORDS
l0.l MaintenanceofReconds - Seller shall rnaintain at the Facility or zuch other location mutually
acceptable to the Parties adeqtrate total generatiorl Net Energr, Station Use, Inadvertelrt Energy
and rnaximum geireration ftW) records in a form and content recomnendodby Idaho Power.
10.2 Inspection - Either Party, after reasonable notice to the other Parfy, shall have the right, furing
normal business houts, to inspect and audit any or all generation, Net Energy, Station Usg
Inadverte'lrt Energ and maximum generatiou (kW) rmords pertaining to the Selleds Facility.
- t7-
v06/2010
ARTICLE XI: O_P. ERATIONS
11 .l Communications - Idaho Power and the Seller shall maitilain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
Ll .2 Enerey Acceptance -
Ll.z.l ldaho Power shatl be excused from accepting and paying for Net Enerry or accepting
Inadvertelrt Energy which would have othe,nnise bee,n 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, or te,mporary disconnoction of the Facility in accordance with
Schedule 72. If, for reasons other tlran an ev€nt of Force Majewe, a temporary
disconnection turder Schedule 72 exceeds twenty (20) days, b€gfutning with the twelrff-
first day of such intemrptioq curtailment or reduction, Seller will be dee,med to be
delivering Net Energr 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 terminatd.
11.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or senrice to its customers, Idaho Power may te,mporarily
disconnect the Facility from Idaho Powetr's transmission/disffibution system as specifid
within Schedule 72 or take such other resonable steps as Idatro Power deems
appropriate.
11,2.3 If Idaho Power is rmable to acceprt the energy from this Facility and is not excusod from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the ralue
of the estimated energy that Idaho Power was unable to accept. Idaho Power will have
no responsibility to pay for any other oosts, lost revqtue or consequelrtial damages the
Facilitymay incur.
- 18-
st06t20l0
11.3 Seller Doclared Susoension of Enaw Deliveries
I1.3.1 If the Seller's Facility experiences a forced outage due to equipmeirt failure which is not
caused by an went of Force Majeure or by neglect, disrepair or lack of adequate
preventative rnaintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph I 1.3.2 below, teurporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual geire,ration uni(s) within the Facility
impacted by the forced outage for a period ofnot less than 48 hours to correct the forced
outage condition (*Declarod Suspension of Enerry Deliveries"). The Seller's Declared
Suspension of Energy Deliveries will begin at ths start of the next full hour following the
Seller's Glephone notification as specified in paragraph 11.3.2 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 Declared Suspeirsion of Enerry occturd the Net
Energy Amount will bc adjusted as specified in paragraph 6.2.4.
11,3.2 ffthe Seller desires to initiate a Declared Suspension of Enerry Deliveries as provided in
paragraph 11.3.1, the Seller will notiff 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 mrkirrg telephone contact with Idatro Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a writto notice in
accordance with )OffV that will contain the beginning hor.u and duration of the Declared
Suspension of Energr Deliveries and a description of the conditions that caued the Seller
to initiate a Declared Suspension of Enerry fleliveries. Idaho Power will review the
documentation provided by the Seller to dstermine ldaho Power's acceptance of the
dessribod forced outage as qua[rying for a Declared Suspeirsion of Energy Deliveries as
specified in paragraph 11.3.1. Idaho Power's acceptance of the Seller's forced outage as
an acceptable forced outage will be based upon the clear documentation provided by the
Seller that the forced outage is not due do an event of Force Majeure or by neglect,
- t9-
5tlMt20to
disrepair or lack of adquate preventative maintenance of the Seller's Facility.
ll,4 Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
aud Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties daermination as to the accepability of the Seller's timaable for schodulod
maintenance will take into consideration Prude,nt Electricat hactices, Idaho Power systent
requireinelrts and the Seller's preferred schedule. Neither Pafi shall unreasonably withhold
acceptance of the proposed maintenance schedule.
11.5 Mainte,lrance Coordination - The Seller and Idatro Power shall, to the extent practical, cooldinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
11.6 Contact Prior to Cbrtailnent - Idaho Power will make a reasonable atternpt to contact the Seller
prior to orercising its rights to intemrpt interconrcction or curtail deliveric from the Seller's
Facility. Seller understands that in the case of e,nrergency circumstances, real time operations of
the electrical system, and/or unplanned eveots Idaho Power may not be able to p,rovide notice to
the Seller prior to intemuption, curtaihnent, or reduction of electrical enerry deliveries to Idaho
Power.
ARTICLE XII: INDEMNIFICATION A}.ID INSURANCE
l2.l tndermifisation - Each Party shall agree to hold harmless and to indemi8, the other Party, its
officers, agents, affiliates, zubsidiaries, par€nt eompany and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately causod by the indemniffig Party's (a) conshuction, ownerstrip, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement or (b) negligent or intentional acts, errors or omissions. The indemniffing Party
shall, on the other Party's rrquest, defend any suit asserting a claim covered by this ind€mnity.
The inde,mnitang Party strall pay all documented costs, including reasonable attorney fees that
may be incuned by the other Party in enforcing this indemnity.
-20-
5/06/20r0
12.2 Insurance - During the term of this Agreeinent, Seller shall s&ure and continuously carry the
following insurance coverage:
12.2.1 Comprehe,rsive General Liability Insurance for both bodily lqiury and property damage
with limits oqual to $1,000,000, each occurre,lrce, combined singte limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar property.
12.2.2 The above insurance coverage shalt 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 insurd and loss payee as
applicable;and
O) A provision stating that such policy shall not be canceled or the limits of liability
reduced without srxty (60) days' prior written notice to Idaho Power.
12.3 Seller to Provide Certifigate of Insurance - As required in paragraph 4.1.5 h€rein and arnually
thereafter, Seller strall firnish Idatro Power a certificate of instrance, together with the
endorsements required thererr, widencing the coverage as set forth above.
L2.4 Seller to Noti& Idaho. Power of Ioss of Coverage - If the hsurance coverage required by
p&ragaph 12.2 shall lapse for any reasor, Seller will immediately notiff Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the ooverage will constitute a Material Breach of this Ageement.
ARTICLE XItr: FORCE MAIEURE
l3.l As used in this Agreemeirt, "Force Majeure' or "an eve,nt of Force Majorre" means any cause
beyond the contnol of the Seller or of Idaho Power which, despite the exacise of due diligence,
such Party is unable to provqt or overcome, Force Majerue includes, but is not limited to, acts of
God, fire, flood, storms, waxli, hostilities, civil strife, stikes and other labor disturbances,
earthquakes, fir€s, tightning, epidemics, sabotage, or change in law or regulation occurring aft€r
-21-
5to6not0
the effective date, whictl by the exercise of reasonable foresight such party could not reasonably
have been expocted to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
If either Party is srdered wholly or in part unable to perform its obligations under this
Agreement because of an eve,nt of Force Majzure, both Parties shall be excusod from whatwer
performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Party shall, as soon as is neasonably possible after the
occrurerrce of the Force Majeure, gve the other Party written notice describing
the particulars of the occurre,nce.
@ The suspension of performance shall be of no grater scope and of no longo
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 and which could and should have been fully
performed before such occurrence shall be excused as a result of such
o@ruretrce.
ARTICLE XIV: LIABILITY: DEDICATION
14.1 Limitation of Liabilitv. Nothing in this Agreerrent shall be construd to creale any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agree,ment.
Neither party shall be liable to the other for any indircct, special, consequeirtial, nor punitive
damages, except as expressly authorized by this Agree,rnent. Consequertial damages will
include, but not be limited to, the value of renewable €n€rgy credits an4 if the Facility is fueled
by gas produced by an anaerobic digester system, any diminution or loss of anaerobic activity due
to the inability of Idaho Power to accept energ/ from the Facility.
14.2 Dedication. No undertaking by one Party to the other under any provision of this Agree,me,nt
sball constitute the dedication of that Party's systern or any portion theroof to the Party or the
-22-
Sn6DOIO
public or affect the status of Idaho Power as an independent public utitty corporation or Seller as
au independent individual or entity.
15.1
ARTICLE XV: SEVERAL OBLIGATIONS
Except where specifically stated in this fureement to be otherwise, the duties, oblig6tions and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall wm be construed to create an association" fiust, partnership or joint
venture or impose a tnrst or partnership duty, obligation or liability on or with regard to either
Paxty. EachParty shall be individually and swerally liable for its own obligations underthis
Agreemeit.
ARTICLE XVI WAMER
16.1 Any waiver at any time by either Party of its rights with respect to a default undcr this Agreerreirt
or with resp€ct to any other matters arising in connection with this Ageelnent shall not be
deemed a waiver with respect to any subsequent default or other matter.
L7.l This Agreemert shall be construed and interpr*ed in accordance with the laws ofthe State of
Idaho without refe,lence to its choice of law provisions.
17.2 Venue for any litigation aristng out of or related to this Agreemeirt will lie in the Dis11ict Cogrt of
the Fourth Judicial Dishict of Idaho in and for the County of Ada.
ARTICLE XVItr: DISPUTBS A}.[D DEFAULT
18.1 Disputes - All disputes related to or arising under this including, but not limitd to,
the interpretation of the terrrs and conditions of this Agroement, will be submitted to the
Commission for resolution.
18.2 NoticeofDefault
18.2.1 Defaults. If eiths Paffy fails to perform any of the terms or conditions of this
Agreement (an "ever* of default'), the nondefaulting Parfy shall cause notice in
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18.3
writing to be given to the defaulting Party, specffig the manner in which zuch
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
de,rnonstrates to the other Party that the default can be cured within a commercially
reasonable time but not wilhin such sixty (60) day perid and their fails to diligently
pursue such cure, then, the nondefaulting Party may, at its optiorl terminate this
and/or pursue its legal or equitable remedies.
18.2.2 Material Breaches - The notice and cure provisions in paragraph 18.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurr€nce of the breach"
Sectrily for-Performance - Prior to the Operation Date and thereafter for the full t€rm of this
Agreement, Seller will provide ldatro Power with the following:
18.3.1 Insurance - Evideirce of compliance with the provisions of paragraph 12.2. If Seller
fails to comply, such failure will be a Material Breach and may only be curd by
Seller supplying evidence ttrat the required insurance coverag€ has been replaced or
reinstated;
18.3.2 Eneineer's Ce.rtificatioos - Every three (3) years after the Operation Date, Seller will
supply Idatro Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Pnofessional Engneer liceirsed in tlre State of ldaho, which
Certification of Ongoing O & M shall be in the form specified in Appeidix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
rnay only be cured by Seller providing the required certificate; and
18.3.3 Licenses and Permits - During the full term of this Agreernent, g"11sr shall maintain
compliance with all perrrits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idatro Power with copies of any new or
additional permits or licenses. At least wery fifttr Contract Year, Seller will update the
documeirtation described in Paragraph 4.1.1. If at ary time Seller fails to maintain
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compliance with the permits and licenses described in paragraph 4.1.1 or to provide
the docrunelrtation rcquired by this paragraph, zuch failtre will be an eveirt of defallt
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting ag€ncy.
ARTICLE XD(: GOVERNMENTAL AUTHORIZAfioN
19.1 This Agreement is subject to the jurisdiction of those governme, rtal agencies baving contuol over
either Party of this Agreement.
20.r
ARTICLE )O(: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration tbat all payments to be made to
Seller hereunda shall be allowed as prudeirtly incurred expenses for ratemaking purposes.
2L-l This Agreemelrt and all of the terms and provisions hereof shatl be binding upon aod inure to the
benefit of the respective succ€ssors and assigns of the Parties hereto, exce,pt that no assignnent
hereof by either Party shall become effective without the writteu conselrt of both parties being
first obtained. Such comelrt shall not be unreasonably withheld. Notwithstanding the foregoing
any party which ldatro Power may consolidatg or into which it may merge, or to which it may
cqnvey or tnansfer substantially all of its electric utility assets, shall automatically, without fi5ther
act, and without need of cons€Nrt or approval by the Seller, succeed to all of Idaho power's rights,
obligations and interests rmder this Agreemeirt. This article shall not prwent a financing e,lrtity
with recorded or secured rights from exercising all rights and remedies available to it rmder law
or contract. Idatro Power shall have the right to be notifiod by the financing elrtity that it is
exercising such rights or remedies.
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5tlMnofi
ARTICLE )OflI: MODIFICATION
22.1 No modification to this Agreeinent shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Cornmission.
23.1
ARTICLE XXIII: TAXES
Each Party shall pay before delinqu€rlcy all taxes and other governmental charges which" if faild
to be paid whe,n due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEXXIV: NOTICES
24.1 All written notices rmder this Ageeurent shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confimrd with deposit in the U.S. Mail,
firet-class, postage pr€paid, as follows:
To Seller:
OrisM.docum€olto:
Peter Riclanlson
515 N. 27fr Stre€t
Boise ID 83702
Telephone:
Cell:
FAX:
208-938-7901
208-867-2021
208-938-79M
E-mail : [e-mail]
Copy of document to:
Robert Paul
15690 Vista Circle
Desert Hot Springs, CA 94221
Telephone: [phone]
E-mail:
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5/06norc
To ldaho Power:
Original documentto:
Vice President, Power Supply
Idaho PowerCompany
PO Box 70
Boiss Idaho 83707
Emait [e-mail]
Copv of document to:
Cogeneration and Small Power Production
Idalro PowerCompany
POBox 70
Boise, Idaho 83707
E-mail: [e-mail]
Either Party may change the contact pemon and/or address information listed above, by providing written
notice from an arshorized person repre$enting the Party.
ARTICLE XXV: ADDITIONAL TERMS A}.{D CoNDITIONS
25.1 This Agreemeirt includes the following appendices, which are attached hereto and included by
refemce:
AppendixA
AppendixB
Appendix C
Appendix D
Generation Schoduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forms of Liquid Seurity
ARTICLE )O(VI: SEVERABILITY
26.1 The inralidity or unenforceability of any trm or provision of this Agree,urent shall not affect the
validity or enforceability of any other teirns or provisions and this Agreemeot shall be constnred
in all other respets as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVII: COIJNTERPARTS
27.1 This Agreemeirt may be executed in two or morre counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrumerf.
ARTICLE XXVItr: ENTIRE AGREEMENT
28.1 This Agreerrent constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or conteryoraneous oral or written agroeme,lrts betr*reen the
_27_
stl,6,norc
Parties corcerning the zuliect matter hcroof.
IN WTINESS WHEREOF, Thehrties heretohave causedltris furecmsntto be orecuted
in their respeotive nam€s on the dd€s s€t forth below:
Idaho PowerCompany Grand View Solar One PV. LIf.
By By -rl-jF19
LissACrrcw
Sr. Vice Pr,esidetr, Porvcr Supply
Rob€rt
MmsghgMemb€r
Dated Dat€d 6' Ll' a2l O
*Idalro Powet''*Sellefl
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5^)62010
APPENDD( A
A_1 MONTHLY POWER PRODUCfiON AND SWMCHING REPORT
At the endof eachmonth the followingrcquired documentation will be zubmittedto:
Idaho Pourer C;ompany
Athu Coge,neration and Small PowerProduction
PO Box 70
Boise,Idaho 83707
The meter r€adings rcquird onthis report will bo the rcadings onthe Idaho Power Meter Equipment
the Facility's total energy production and Station Usage delivqed to Idaho Power and the
maximm generated €nergy GUD as reco,rded on the Metering Equipment and/or any other rcquired
en€r$t measur€ments to adequately admini$er this Agreeurent. This documeot shall be the document to
enable Idaho Power to begin the enerry palmt calculation and palment process. The meter readings
flI this report shall not be used to calculate the actual paynent, but instead will be a check of the
automated meter reading information that will be gath€red as described in item A-2 below:
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5/06/2010
Prolect Name
Addrecc
crry
Idaho Power Comprny
Cogeneration rnd Small Power Productlon
MONTM,Y PO$MR PRODUCTION AND SWITCHING REPORT
Month Yeer
Protect Number:
Phone Number:
Statc Zip
Factlity
Outout
Stadon
Ucage
Shdon
Usaae
Metered
Mrrlurm Gsrentlon
kw
Net Generadon
MeterNumbcr:
End of Month kWh Meter Readlng:
Beglndry of Month klVh Meter:
Dlfrercnce:
fimee Meter Conrtant:
kTVh for the Month:
Metered l)emand:
Breeker OpentngRecord
Date Tine Meter
* Erreaker Onenlnq Reamn Codes
1 Lackof Adequate Prime Mover2 tr'orced Outege of Facllity3 Dlcturbance of IPCo System
4 Scheduld Meintenence5 Tcaftng of Protecdor Systems6 Cause Unknown
7 Other @rplain)
*Reason
Brcaku ClosingRccord
I)ate fime Meter
I hereby certiff that the ebove meter reedingr are
true and correct rs of Mldnlght on the last dey of the
above monti rnd that the switchlng record ls accunte
and complete es required by the f irm Energy Sdec
Agreement to whlch I am a Party.
Signeture Ditf
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sto6t2010
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Powerwill use the providedMetering and Telmetry equipmelrt andprocesses to collect
the meterreading information fromthe Idaho Power provided Metering Equipment tlat measures theNet
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month..
The meter infonnation collected will include but not be limited to e,lrergy production, Station Use, the
maximum geoerated power(kl$ and any otherrequired mergy measursrents to adequately administer
this Agreement.
A.3 ROUTINE REPORTING
Once the Facility has achiwed its Optration Date and has operated in a reliable and consisteirt
rnarmcr for a rcasonable period of time, the Parties may mutualll, agree to modiff this Routine
Reporting require,meirt
Idaho Power Contact Information
Daily Energy Production Reporting
Call dailyby l0 a.m., 1-800-3564328 or 1-800-635-1093 and leavethe following
information:
o Project Identification - Prcject Name and Project Numbero CurreirtMeterReading. Estimated Generation for the current day
o Estimatd Generation forthe next day
Planned and Urylannq{Eroject outagc
Call 1-800-345-1319 and leave the following information:
. Project Identification - Projec't Name and Project Numbero Approximatetime outage occturedo Estimated day and time of project coming back online
Sells's Contact Information
24-Hour Proj ect Operational Contact
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Name: RobcrtPaul
TelcphoneNumber: 760-861-1104CellPhone: 760-861-1104
Projct On*ite Contact informarion
Name: ClsrcIres
TelephoneNnmber: 7603614322
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B-1
B-2
B-3
APPENDD(B
FACILTTY A}ID POINT OF DELIVERY
Project Name: Grand Viein, Solar PV One
Project Number: 2161 5150
DESCRIPTION OF FACILITY
(Must include the Naneplue Capacity ruhg and YAR capobility Ook lead@ and tagging) of all
generotion wits lo be incfuded in the Facility)
The system will have a Nameplate Capacity rcrtng of 24 DC and 20 MW AC. It will operate at a
VAR capability of 0.95 or better and will be configu€d to meet Idalro Power's requirements. It
will consist of mounted solar panels covcring approxirrately 180 acres of land using
manufachred thin filrn and/or crystalline panels.
Var Capability @oth leadingand laging) g
I,OCATION OF FACILITY
Near: Grand Vieu, Highway, 16 miles west ofMountain Home, Idaho
Sections: 4 and 5 Township: 55 Range: E4 Couoty: Elmore ID.
Description of Interconnection I-ocation: At the site
Nearest ldaho Power Substation: Canyon Crc€k substation (Approximately one half mile from the
site)
SCHEDI'LED FIRST ENERGY AI{D OPERAfiON DATE
Seller has selected December 31. 2010 as the Scheduled First Enqgy Date.
Seller bas selected 1.) 90 days past the date identified within the final Facility Study report in
which ldaho Power shall have completed installation of the Idaho Power intenconnection
equipment as the Scheduled Operation Date or 2.) If by Seller action or inaction, a final Facility
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5t06t20t0
B4
B-5
B6
Study is not completed or the installation of ldaho Power interconnoction equipment is delayod,
Ianuary 30,2011 shall be the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and cornpletion
of all requirements in paragraph 5.2 of this Agreemeirt must be completed prior to the project
being granted an Operation Date.
MAXIMIJM CAPACITY AMOLINT: This value will be ]-MW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schedule 72. Ttns value is the
rnaximum en€rgy (MW) that potentially could be delivered by the Seller's Facility to the Idaho
Power electrical syst€,m at any mome,lrt in time.
POINT OFDELIVERY
'?oint of Delive.r5y''mearu; unless otherwise ag€ed by both Parties, the point of where the Sellers
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 identifiod by Schedule 72
will become an integral part of this Agreerrent.
T,oSSES
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 lossm will be calculatd
for this Facility. If the Idaho Power Metering is unable to measure the exact elrergy deliveries by
the Seller to the Idaho Power elwtrical system at the Point of Delivery, a l,osses calculation will
be established to measure the energy losses (kWh) betwen the Seller's Facility and the ldaho
Power Point of Delivery. This loss calculation will be initially set at 2o/o of the kWh enerry
production recorded on the Facility ge,neration metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment speciflcations (transformer loss
specifications, conductor sizes, etc) of all of the electrical equipment between the Facility and the
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B-7
B-8
Idaho Power elechical system, Idaho Power will configure a rwised loss calsulation formula to
be agreed to by both parties and used to calculate the kWh losses for the remaining terrr of the
If at any time during the temn of this Agreernent, Idatro Power determines that the
loss calculation does not correctly reflect the achral kWh losses athibuted to the electrical
equipment betweeir the Facility and the Idaho Power electrical system, Idatro Power may adjrst
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AII{D TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Tele,mefry quipment must be able to provide and
record hourly onergy deliveries to the Point of Delivery and any other energy measurern€nts
requird to administer this Agrwment. These specifications will include but not be limited to
equipment specifications, equipment location, Idaho Power provided equipmeirt, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment. Seller will arrange for and make available at Selleds cost
communication circuit(s) compatible with Idaho Power's communications equipnent and
dedicated to Idaho Power's use terminating at the Idaho Power facfities capable of providing
Idaho Power with continuous instantaneous infonnation on the Facilities en€rg5t production.
Idatro Power provided will be owned ad maintained by ldaho Power, with total cost
of purchase, installation, operation, and mainte,nance, including administrative cost to be
reimbursod to Idalro Power by the Seller. Palurent of these costs will be in accordance with
Sshedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
NETWORK RESOLJRCE DESIGNATION AND TRAI{SMISSION SERVICE REQIJEST
Idalrc Power cannot acc€pt or pay for generation from this Facility until a Transmission Seryice
Request ('TSR") and/or a Network Resource Designation C'NRD') application have been
- 35-
st06t2010
acc€,pted by Idaho Power's delivery business unit. Fderal Energr Regulatory Commission
C'FERC") Rules require ldaho Power to prepare and submit the TSR aod/or NRD. Because much
of the infomration ldaho Power needs to prepare the TSR and NRD is specific to the Seller's
Facility, ldaho Power's ability to file the TSR and NRD in a timely menner is contingent upon
timely recerpt of the requirod information from the Seller. Prior to Idatro Power submitting the
TSR and/or NRD for this Facility, the Seller shall be required to execute an agree,ment with Idaho
Power requesting Idalro Power to cornplete and submit the TSR and/or NRD application. Within
this agree,rnent the Seller shall take responsibility for all costs incurred by Idaho Power in
preparing and submitting these applications. Seller's failure to provide complete and accurate
infomation in a timely rnrnner can delay the First Energr Date and may recult in Seller
piying higher costs for interconnecdon
i.) Transmission Service Request GSRF Idalro Power will prepare and submit the
TSR within a reasonable period of time after the Sello (a) has executed an
agreeme,nt with Idaho Power requesting Idaho Power zubmit a TSR applioation
and (b) provides written confirmation that the Genemation Interconnection
Agreemeirt ('GIA') between Seller and Idaho Power's delivery business unit has
been executed for this Facility and (c) provides all of the Facility-specific details
required to conplete the TSR
ii.) Network Resource Designation - Idalro Power will complete and file the NRD
application within a reasonable period of time after (a) Seller has exocuted an
agreement with Idaho Power requesting Idaho Power zubmit a NRD application
and O) this Agreement has beEn exectrted by both parties and(c) the TSR (if
requirod) has been filed and acccpted and (d) all necessary infonnation has bem
received from the Seller to enable Idatro Power to corylete the NRD application.
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APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENA}-ICE POLICY
The undersigned _ r on behalf of himself and
herEinafter collectively referred to as "Engine€tr,n hereby states and certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engin€€r in good standing in the State of Idalro.
2. That Engine€r has reviewed the Energy Sales Agree,meirt, hereinafter uAgreement," b€twe€n
Idatro Power as Buyer, and as Seller, dated
3. That the cogeneration or snall power production pmjec,t which is the zubjoct of the
and this Stateinent is identified as IPCo Facility No.and is hereinafrer referred to as
the "Prroject."
4. That the hoject, which is commonly known as the ect, is located in
Soction _ Township Range . Boise Meridiaq _ County, Idaho.
5. That Engineer recognizes that the Agreenrent provides for the Project to firnrish electrical eoerry
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, constnrction and operation of etectric
power plants of the same t1lpe as this Prroject.
7. Thd Engineer has no economic relationship to the Design Engfurccr of this Project.
8. That Engineer has reviewed and/or supernised the review of the Policy for Operation and
Maintemance (*O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standardq adherence to said O&M Policy will result in the
Project's ptoducing at or near the design electrical output, efficiency and plant frctor for a twelrty (20)
year period.
9. That Engineer recognizes ttrat Idaho Power, in accordance with paragraph 5.2 of the Agree,meirf
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5/06/2010
is relying on Engineeds represatations and opinions contained in this Staterne,lil.
10. That Engineer certifies that the above state,ments are corylete, true and accurate to the best of his
knowledge aod therefore sets his hand and seal below.
By
(P.E. Stary)
Date
- 38-
5/06n010
APPENDD(C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENA}iCE
The undersigned on behalf of himsclf and
hereinafter collectively refbrred to as "Engineer," heneby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good stading in the State of ldaho.
2. That Engineer has reviewed the Enagy Sales Agreement, hereinafter "Agreem€rrt," b€twe€Nl
Idaho Power as Buyer, and _ as Seller, dated
3. That the cogeneration or small power production proj€ct which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinafter refemed to as the
*Projet-.
4, That the Projeot, which is commonly knou,n as the ect, is located in
Section _Township _ Range Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreernent provides for th Project to funrish elechical enerry
to Idaho Power for a
-
year period.
6. That Engineer has subsAntial experieirce in the design, constnrction and operation of elechic
power plants of the same tlpe as this Project.
7. That Engine€r has no economic relationship to the Design Engneer of this Project.
8. That Engine€r has made a physical inspoction of said Project, its operatiors and mainto,nance
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 rasonably good operating condition; and that if adherence to said O&M Poliry continues, the
Project will continue producing et or near its design electrical output, efficiency and plant fastor for the
years of the Agreement.
- 39-
s/06/2oto
9. That Engiroer rccognizts that Idaho Power, in rccordance with pragraph 5.2 of the Agrcment,
is relying on F.qeFneer's represe,ntations and opinims comained in this Statffirpnt.
10. That Enginoer ccrtifies that the aborre state,ments arc oorylcte, tnre and accurate to the bct of his
knowledge and thenefore sets his hand ad seal bclow.
By
(P.E. Stamp)
Date
-40.-
5t06[,010
APPENDX C
ENGIMER'S CERTIFICATION
OF
DESTGN & CONSTRUCTTON ADEQUACY
The undersignod on behalf of himself and
hereinafter collwtively referred to as "Engineer", heneby states and
certifies to Idaho Power as follows:
l. That Enginea is a Liceirsed Professional Engneer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreerrelrt, haeinafter "Agt€erent",
between Idaho Power as Buyer, and Seller, dated ,
3. That the cogeneration or small power production pmj@t, which is the subject of the
Agreement and this Staternent, is identified as IPCo Facility No
--
and is hereinafter
referred to as the "Projectu.
4. That the Project, which is commonly known as the ect, is locatod in
Section _ Township _ Range Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agree,ment provides for the Projoct to furnish elecfical
enerry to Idaho Power for a _ year period.
6. That Elngineer has zubstantial experiance in the design, constnrction and operation of
electric powerplants of the same tlpe as this Project.
7. That Engineo has no eonomic relationship to the Design Engineer of this Project aad
has made the analysis of the plans and specifications independeirtly.
8. That Engineer has reviewed the engineering design and construction of the Pmject,
including the civil work, elochical work, generating equipment, prime mover @nveyanoe systemq Seller
furnishd Interconnection Facilities and other Project facilities and equipmelrt.
- 4t-
sl06t20lo
9. That the Project has been constucted in accordance with said plans and specifications, all
applicable codes and consistent with Pnrdent Electrical Practices as that tsrm is described in the
Agreement.
10. That the desip and consbuction of the Project is zuch that with reasonable and prudent
operation and rnaintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Elcstrical Practices for a twe,lrty (20) year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreeinent, in intenconnecting the Project with its rystern, is relying on Engineeds rcpresentatioas and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are corylete, Uue and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
-42-
stwno,/0/
APPENDX D
FORMS OF LIQUID SECLruTY
The Seller shall provide Idaho Power with commercially reasonable security instnrments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forrns of liquid financial security that would provide readily available cash to Idaho Power to
satisff the Delay Secruity require,rnent within this Agreemeirt.
For the purpose of this Appcndix D, the term'Credit Regtrirements" shall mean acceptable
financial creditrrvorthiness of the entity providing the security instrumeirt in relation to the term of
the obligation inthe reasonablejtrdgment of Idaho Power, provided that any guaxante€ and/or
letter of credit issued by any other entity with a short-term or long-term investmelrt grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial crediturorthiness.
l. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Delay Security.
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount
equal to the Delay Security: (a) a guaranty from a party that satisfies the Credit
Requiremrents, in a fonn acceptable to Idaho Power at its discretion, or (b) a Letter of
Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Lctter of
Credit will be issued by a financial institution acceptable to both parties.
- 43-
sn6non
Office of the Secretary
Service Date
September 14,2010
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF TIIE APPLICATION
OF IDAIIO POWER COMPANNT FOR
APPROVAL OF A FIRM EI\IERGY SALES
AGREEMENT WITH GRAND YIEW
soLAR PV 1, LLC FOR THE SALE AI\ID
PT]RCIIASE OF ELECTRIC ENERGY
CASE NO. IPC.E.1O.19
ORDER NO. 32068
On June L4, 201A, Idaho Power Company (Idaho Power; Company) filed an
Application with the Idaho Public Utilities Commission (Commission) requesting approval of a
2D-year Firm Energy Sales Agreement between Idaho Power and Grand View Solar PV One,
LLC (Grand View) dated June 8,2010 (Agreement).
Under the terms of the Agreement, Grand View will sell and Idaho Power will
purchase electric energy generated by the Grand View photovoltaic solar power project (Facility)
located on approximately 180 acres, 16 miles west of Mountain Home, Idalro. The location of
the Facility is more particularly described as Sections 4 & 5, Township 5 S, Range 4 E, Elmore
County, Idaho. Appendix B-2. Grand View wa:rants that the Facility is a qualifring facility
(QF) under applicable provisions of the Public UtilityRegulatory Policies Act of 1978 (PURPA).
n3.2.
The nameplate rating of the Facility is 24 DC and 20 MW AC. Appendix B-1. The
Ma"ximr:m Capacity Amount is 20 MW. Appendix B-4. Under normal and/or average
conditions, the Facility will not exceed 10 aIvIW on a monthly basis. Should the Facility exceed
10 aMW on a monthly basis, Idaho Power will accept the energy (tnadvertent Energy) that does
not exceed the Maximum Capacity Amount; however, the Company will not purchase or pay for
the Inadvertent Energy. ![7.5.
The Agreement contains the non-levelized published avoided cost rates approved in
Order No. 30744 and comports with the terms and conditions of Order Nos. 30738 (SAR non-
fueled cost variables) and 30415 (daily load shape adjustnent). '117.1. Grand View has selected
a default Scheduled Operation Date of lanutry t,20Ll. Appendix B-3.
Idaho Power notes that the purchase rates set forth in the Agreement, Order No.
307M, had on the June 8, 2010, date of contact sigring been replaced by the lower rates of
Order No. 31025 approved by the Commission on March L6,201A, in Case No. GNR-E-I0-01.
oRDERNO. 32068
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Idatro Power recites that the Commission has previously determind grandfathering eligibility for
(older and higher) published avoided cost rates by requirrng (1) a signed power sales agreement
be executed prior to the change in rates; or (2) a meritorious complaint filed with the
Commission derronstrating project maturity and that but for the actions of the utility a sales
agreement would have been signed prior to the change in rates. Although a complaint was not
filed with the Commission, by signing the Agreement and voluntarily presenting it to the
Commission, Idalro Power represents that Grand View meets the second test of the Commission
and should be entitled to the rates established by OrderNo. 30744.
In deterrnining that Cirand View was entitled to grandfathering under the higher rates
of Order No. 30744, the Company concluded that Grand View satisfied the following
grardfathering criteria prior to March 16, 2010:
a. Interconnection and Transmission
1.
ii.
Filed an interconnection applicatioq and
\eceived and accepted an interconnection feasibility study report for
lhe project and paid any requested study deposits (or established credit)
for the next phase of the interconnection process in accordance with
Schedule 72;and
Received confirmation from Idaho Power that transmission capacity is
available for the project and/or received accepted transmission *patity
study results and cost estimates.
u1.
b. Purchase Power Agreement
i. An agreement was materially complete prior to March 16, 2010, and
except for routine Idaho Power final processing, an agreement would
have been executed by both parties prior to March 16, 2010.
It is Idaho Power's opinion that the Grand View Facility meets atl of the above-referenced
criteria.
With respect to the Power Purchase Ageement criteria, the Company contends that
Grand View and Idaho Power had resolved all material outstandiug contact issues prior to
March 16, 2010. However, the Company was also evaluating an alternative non-pURpA power
purchase agreement with Grand View regarding this Facility. Idaho power completed this
evaluation and review on or about May 6, 2010, and elected not to proceed with a non-pURpA
.,LORDERNO, 32068
contact for this project. The effect of pursuing the evaluation of a non-PURPA power purchase
with the Facility, the Company states, was essentially to place the otherwise complete, but
unexecuted PUFJA Agreement on hold, during which time the Commission's Order No. 31025
was issued changng the published avoided cost rate. In ldatro Power's opinion the Agreement
would have been signed by both panies prior to March l6,2}I},except for the time required by
Idalro Power to evaluate and pursue a possible non-PURPA power purchase agreement an{ as a
resulg the Facility should qualiry for a contract including the Order No. 30744 rates.
With respect to the Interconnection and Transmissiou criteria Idaho Power reprcsents
that Gmnd View is current in all its interconnection study paymeats and so long as Grand View
continues to provide requested information in a timely manner and pay invoices on time, it
appears that the inkrconnection can be completed in time for Grand View to achieve its
Scheduled Operation Date for the Facility.
In further support of its request for grandfathering, Idaho Power states that the
Facility Agreement contains the most recent contract terms and conditions, including the
liquidated damages and secuity provisions previously approved by the Commission in the
contracts for the Arena Drop hydro project and the Dry Creek anaerobic digester project
contracts, Order Nos. 3 1 060 and 3 1 034, respectively.
Agreement fl 20.1 provides that the Grand View Agreement will not become effective
until the Commission has approved all of the Agreement's terms and conditions and declared
that all payments Idaho Power makes to Grand View for purchases of energy from the Facility
will be allowed as prudently incurred expenses for ratemaking purposes.
On July l, 2010, the Commission issued a Notice of Application and Modified
Procedure in Case No. IPC-BI0-19. The deadline for filing written comments was August 19,
2010. Comments were filed by Commission Staff (who recommend approval) and three of the
Company's customers (trvo of whom support the Application and one who opposes it).
STAFF COMMENTS
Staff recommends approval of the Company's Application. Based on its analysis
Staffconcludes that the Company has demonstrated that Grandview is eligible for grandfathered
rates' Idaho Power represents ttrat Grandview and the Company had resotved all material
outstanding conhact issues prior to March 1,6, 2010 (the date of Order No. 3 1025). In Idalro
3ORDERNO, 32068
Power's opinion, the Agreement would have been signed by both parties prior to March 16,
2010, if the Company had not taken additional time to evaluate and pursue a possible non-
PURPA Power Purchase Agreement. Application, p. 6. The following is a cluonology of
contract negotiation:
r December24,2009: Idatro Power receives a letter and signed agreement
from Grand View Solar. Because the agreement is
not in the most current form, Idaho Power treats this
communication as an invitation to negotiate.
o February 18,2010: Idaho Power presents a negotiated PURPA agreement
to Grand View Solar.
o March 8,2010 Grand View Solar suggests discussion of a non-
PURPA agreement for this project. The initial offer
(price, RECs, etc.) appears to have merit so Idaho
Power begins evaluating the non-PURPA agreement
suggested by Grand View Solar.
o March 9, 2010:Idatro Power's previously filed Transmission Service
Request is accepted by the ldaho Power Transmission
group, granting 20 MW of Transmission Capacity
with no significant network upgrades required.
o March 16,2010:The Commission issues Order No. 31025 changing
the avoided cost rate.
. May 6,2010:Idatro Power completes its evaluation of a non-
PURPA agreement with Grand View Solar and elects
not to proceed. The Company notifies Crrdnd View
Solar that it should advise the Company if it wishes to
pu$ue a PURPA agreement.
r June 8,2010:Grand View Solar and Idaho Power execute the
PURPA agreement originally contemplated and
negotiated in February 2010.
o June 14,2010:Idaho Power filed an Application seeking
Commission approval of the PURPA agreement
entered into with Grand View Solar.
Although solar generation is an intermittent resource and an upward and downward
ramping of generation can present operational challenges for the utility, the Agreement contains
no integration adjustnent to rates. Staff notes that the Company has no data or analysis to
ORDERNO. 32068 4
support a solar integration charge. Staff recommends that the utility be encouraged to collect
data and start performing the analysis necessary to quantifr solar integration costs.
COMMISSION T'INDINGS
The Commission has reviewed the filings of record in Case No. IPC-E-10-19
including the comments and recommendations of the Company's customers and Commission
Staff.
While approval of the Agrement is opposed by one of the Company's customers, we
note that solar is a qualifring renewable energy resource under PIJRPA that Idaho Power is
required to pwchase. As does Staff, the customer notes the intermittent nature of the resource
and the necessity for the Company to provide backup. We acknowledge this aspect of solar
generation contacts but agree with Staff that insufficient data exists to calculate an integration
adjustment.
Staff recommended that the Commission apprcve the Agreement as submitted. In
doing so, we are asked to acknowledge that Grand View is eligible and entitled to the higher
grandfathered published rates of Order No. 30744, rates that were superseded by our Order No,
31025 on March 16, 2010. In deciding grandfather eligibility we note that we have been
presented in this case with a negotiated conmct. We accept the representations of Idaho Power
as to the contact negotiations of the parties. The Company's role regarding appropriate rates is
one of gatekeeper, assuring that its customers are not being asked to pay more than the
Company's avoided cost. We find no reason to doubt the Company's representations. We find
that the Company in its Application has fairly represented our past grandfathering criteria
requirements. We firther find the Company's approach in this case regarding contract rates to
be consistent with the spirit of those prior grandfathering cases. See A.W. Brown v. Idatto
Power,12l Idaho 812,828 P.2d 841 (1992); orderNo. 29872, case No. IPC-E-05-22.
In this case, Idaho Power and Staff believe that Ctrand View is entitled to
grandfathering and the rates of Order No. 30744. Idaho Power represents that all outstanding
contract issues had been resolved prior to March 16,2OlO, and that but for consideration by the
Company of a non-PURPA contract for the projecL a conhact would have been signed prior to
i\darch 16, 2010. As represented and pursuant to contact terms, under normaVaverage
conditions we find ttrat the generation from the Grand View facility will not exceed l0 alvlW on
a monthly basis. Based on the record established in this case, we find that Grand View is entifled
oRDERNO. 32068 5
to the grandfathered rates of Order No. 30744. The Commission finds that the Ageement
submiued in this case contains acceptable contract terms. We further find it reasonable to allow
payments made under the Agreement as prudently incurred expenses for ratemaking purposes.
CONCLUSIONS O['LAW
The Idaho Public Utilities Commission has jurisdiction over Idaho Power, an elecEic
utility, and the issues raised in this matter pursuant to the authority and power granted it under
Title 6l of the Idatro Code and the Public Utility Regulatory Policies Act of 1978 (PURPA).
The Commission has authority under PURPA and the implementing regulations of
the Federal Energy Regulatory Commission (FERC) to set avoided costs, to order electric
utilities to enter into fixed-term obligations for the purchase of energy from qualified facilities
(QFs) and to implement FERC rules.
ORDER
In consideration of the foregoing and as more particularly described above, IT IS
IDREBY ORDERED and the Commission does hereby approve the June 8, 2010, Firm Energy
Sales Agreement between Idaho Power and Grand View Solar PV One for the Grand View
photovoltaic solar power project.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the service date of this Order. Within seven (7)
days after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See ldoho Code $ 6l'626.
oRDERNO. 32068 6
DONE by Order of the Idatro Public Utilities Commission at Boise, Idaho this / q *t
day of September 2010.
JIM D.IDENT
I
MARSHA H. SMITH, COMMISSIONER
N.
MACK A. REDFORD,SSIONER
ATTEST
/)^ fi. /h-,!,(
J{+ D.Jewellfl
Cbmmission Secretary
blVO:IPC-E-10-19_sw2
7oRDERNO. 32068