20241112Application.pdf

0IQAHO Re
DONOVAN WALKER
Lead Counsel RECEIVED
dwaIker(cbidahopower.corn Tuesday, November 12, 2024
IDAHO PUBLIC
UTILITIES COMMISSION
November 12, 2024
VIA ELECTRONIC FILING
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg 8,
Suite 201-A (83714)
PO Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-24-43
In the Matter of Idaho Power Company's Application of Idaho Power
Company for Approval or Rejection of an Energy Sales Agreement with J.R.
Simplot Company, for the Sale and Purchase of Electric Energy form the
Simplot— Pocatello CSPP Project
Dear Commission Secretary:
Attached please find Idaho Power Company's Application to be electronically filed
in the above-entitled matter. If you have any questions, please do not hesitate to contact
me.
Very truly yours,
Donovan E. Walker
DEW:cd
Attachment

DONOVAN E. WALKER (ISB No. 5921)
MEGAN GOICOECHEA ALLEN (ISB No. 7623)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker(c-)_idahopower.com
mgoicoecheaallen(a�,idahopower.com
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-24-43
APPROVAL OR REJECTION OF AN )
ENERGY SALES AGREEMENT WITH J.R. ) APPLICATION
SIMPLOT COMPANY, FOR THE SALE AND )
PURCHASE OF ELECTRIC ENERGY )
FROM THE SIMPLOT — POCATELLO CSPP )
PROJECT. )
Idaho Power Company ("Idaho Power" or "Company"), in accordance with Idaho
Public Utilities Commissions ("Commission") Rule of Procedure' 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"), hereby
respectfully applies to the Idaho Public Utilities Commission ("Commission") for an order
accepting or rejecting the Energy Sales Agreement ("ESA" or "Agreement") between
Idaho Power and J.R. Simplot ("Simplot" or "Seller") (jointly, "Parties") under which
Simplot would sell and Idaho Power would purchase electric energy generated by the
Hereinafter cited as RP.
APPLICATION - 1

Simplot — Pocatello cogeneration or small power production ("CSPP") project ("Project"
or" Facility") located near the city of Pocatello, Idaho, which is a PURPA Qualifying Facility
("QF").
In support of this Application, Idaho Power represents as follows:
L BACKGROUND
1. The Simplot — Pocatello Project is a 15.9 megawatt ("MW") nameplate
capacity cogeneration facility currently delivering energy to Idaho Power under an Energy
Sales Agreement entered into on September 30, 2021 ("2021 Agreement"). The 2021
Agreement, which was approved by the Commission in Order No. 35281, expires on
February 28, 2025.
2. The ESA submitted herewith dated November 04, 2024, is a new contract
with the same QF for a new term with updated terms and conditions. The Parties intend
the proposed ESA to replace the 2021 Agreement in light of its upcoming expiration.
Under the proposed ESA, the Seller would sell and the Company would purchase electric
energy generated by the Facility at non-levelized rates calculated for a QF in the "Other"
category pursuant to the surrogate avoided resource ("SAR") avoided cost methodology
as set in Case No. IPC-E-23-27, Order No. 36226, for a 5-year term, with full capacity
payments for the entire term. See, e.g., Order No. 32697 at 21-22; Order No. 32737 at 5;
and Order No. 32871.
3. As more fully set forth herein, the proposed ESA complies with the
Commission's orders directing the implementation of PURPA for the State of Idaho,
including but not limited to Commission Order Nos. 32697, 32737, and 32802 from Case
No. GNR-E-11-03.
APPLICATION - 2

II. RELEVANT LAW
4. Pursuant to PURPA and regulations of the Federal Energy Regulatory
Commission ("FERC") implementing it, electric utilities are required to purchase power
produced by designated Qualifying Facilities. Under this must purchase provision, the
rate a utility must buy the power produced by the QF is generally referred to as the
avoided cost rate, which is intended to reflect the incremental cost to the purchasing utility
of power, which it would either generate itself or purchase from another source but for the
purchase of power from the QF. See 18 CFR §292.101(b)(6).
5. While FERC is tasked with developing broad federal regulations to guide
PURPA's implementation, individual state commissions are tasked with implementing
PURPA at the state level. "PURPA requires that utilities buy the power output from QF's
under a federal rate mechanism (i.e., avoided costs) that is determined and implemented
by state utility commissions." Order No. 32697 at 7.
6. Pursuant to its authority under PURPA, this Commission has established
and adopted numerous contract terms and conditions for energy sales agreements
entered into between regulated utilities and QFs under PURPA and developed
parameters for published and negotiated avoided cost rate calculations.
7. The Commission's seminal decisions on PURPA implementation, starting
with Order No. 32697, established, in pertinent part, a 10 average megawatts ("aMW")
project eligibility cap for access to published avoided cost rates for resources other than
wind and solar and confirmed use of the surrogate avoided resource ("SAR")
methodology to calculate published rates (updated annually).
8. The Commission also held that both energy and capacity should be
APPLICATION - 3

considered in determining avoided costs, though payments for capacity should only begin
at such time that the utility becomes capacity deficient. See Order No. 32697. If an
existing QF seeks a new contract with the utility to replace an expiring contract, the
capacity deficit date is still determined as of the date the original contract was executed,
and the QF will be entitled to immediate payment for capacity under the replacement
contract if it was being paid for capacity at the end of the prior agreement. See also Order
No. 32871.
9. Relative to QF replacement contracts, the Commission subsequently
recognized that conditions existing at the time a legally enforceable obligation was
established in the prior contract could prevent a QF from ever receiving capacity
payments, which would be inconsistent with the Commission's prior orders addressing
QF eligibility for capacity payments. See, e.g., Order No. 34200 at 4-5. As a result, the
Commission has focused on whether the utility has been relying on the QF's power
production to meet its capacity needs in determining whether a QF qualifies for immediate
capacity payments in a replacement contract.
III. THE PROPOSED ENERGY SALES AGREEMENT
10. The Project is currently delivering energy to Idaho Power in accordance with
the 2021 Agreement, that expires on February 28, 2025. Idaho Power and the Seller
entered into a replacement ESA on November 04, 2024, in compliance with Commission
Order No. 32697 and its progeny, which is intended to replace the 2021 Agreement and
pursuant to which the Seller would continue to sell, and the Company would continue to
purchase electric energy generated by the Project. A copy of the ESA is attached to this
Application as Attachment 1.
APPLICATION - 4

11. Under the terms of the proposed ESA, Simplot elected to contract with
Idaho Power for a 5-year term using the non-levelized, published avoided cost rates for
"Other" resources as currently established by the Commission in Order No. 36226 dated
June 12, 2024, for replacement contracts and for energy deliveries of less than 10 aMW.
Additionally, because the Facility has been receiving capacity payments under the current
ESA, the proposed replacement ESA contains capacity payments for the entire term of
the Agreement consistent with prior Commission Orders. See, e.g., Order No. 32697 at
21-22; Order No. 32737 at 5; Order No. 32871; and Order No. 34200 at 4-5.
12. The proposed ESA contains contract provisions consistent with PURPA,
FERC regulations, and the Commission's prior orders. With regard to the latter, the
following discussion demonstrates the proposed ESA's compliance with certain Idaho-
specific provisions that have been the focus of Commission Staff in reviewing similar
approval requests: (1) 90/110 rule with a five-day advance notice for adjusting Estimated
Net Energy Amounts; (2) eligibility for capacity payments; (3) adherence to the capacity
size threshold for published rates and verification of avoided cost rates; and (4)
conformance of Article XXIII, Modification, with recent Commission orders.
901110 Rule and 5-Day Ahead Provision
13. In Idaho, the Commission has determined that the contractual obligation of
a QF under PURPA translates into a commitment to deliver its monthly estimated
production. Order 29632 at 20. To maintain eligibility for the firm avoided cost rates, as
opposed to Schedule 86 non-firm avoided cost rates, Qualifying Facilities are to provide
a monthly estimate of the amount of energy they expect to produce, and the delivery of
APPLICATION - 5

committed energy must fall within a 90/110 band for the QF to be entitled to the firm
published avoided cost rate.
14. Consistent with these provisions, the proposed ESA requires that the Seller
provide estimates of net energy and adopted a five-day advanced notice for adjusting
Estimated Net Energy Amounts for purposes of complying with 90/110 firmness
requirements as set forth in paragraphs 6.2 and 7.1. The notification of Net Energy
Amount monthly adjustments described in paragraph 6.2.3 must be provided no later than
5 p.m. Mountain Standard Time on the 25th day of the month that is prior to the month to
be revised. If the 25th day of the month falls on a weekend or holiday, then written notice
must be received on the last business day prior to the 25tn
15. The Commission has previously approved the same five-day advanced
notice revisions to monthly generation estimates in numerous instances including in
relation to the 2021 Agreement, recognizing that Estimated Net Energy Amounts that are
closer to the time of delivery can improve the accuracy of input used by the Company for
short-term operational planning. See also, e.g., Case Nos. IPC-E-19-01 , IPC-E-19-03,
IPC-E-19-04, IPC-E-19-07, IPC-E-19-12, IPC-E-21-05, IPC-E-21-23, IPC-E-21-27, IPC-
E-21-28, IPC-E-21-29, IPC-E-21-31 , IPC-E-22-03, and IPC-E-22-04. Moreover, the
Facility has a long generation history under prior ESAs, which further reduces the need
for a revision to delivery estimates beyond a five-day advanced notice.
Eligibility for Capacity Payments
16. In Case No. GNR-E-11-03, the Commission held if a QF project is being
paid for capacity at the end of a contract term and enters into a replacement contract, it
will be entitled to immediate payment of capacity. See Order No. 32697 at 21-22; Order
APPLICATION - 6

No. 32737 at 5; and Order No. 32871 . Subsequently, the Commission recognized that
there may be circumstances under which a QF should still qualify for immediate capacity
payments with a replacement ESA despite not receiving a separate capacity payment
under the existing/expiring contract. Under broad PUPRA and Commission guidelines,
the primary question for determining capacity payment eligibility is whether or not the
operation of the QF permits the Company to avoid or deter adding future additional
capacity. See, e.g., Order No. 34200 at 4-5 and Order No. 34295 at 4-5.
17. As noted by Staff in reviewing the 2021 Agreement in Case No. 21-33, the
Facility has been paid for capacity under its previous ESAs. Because the utility has been
relying on the QFs power production for IRP planning purposes and no significant
changes are contemplated in the replacement contract, the replacement ESA contains
payment for capacity for the entire term of the replacement contract in line with prior
Commission orders.
Capacity Size Threshold/Verification of Avoided Cost Rates
18. In order for a cogeneration project to qualify for published rates, the project
capacity cannot exceed 10 aMW. Project capacity is determined on a monthly basis under
normal or average design conditions. In other words, the maximum monthly generation
that qualifies for published rates is capped at the total number of hours in the month
multiplied by 10 MW. Order No. 29632 at 14.
19. The Seller warrants that the Facility is a PURPA Qualifying Facility with a
nameplate capacity rating of 15.9 MW but is operated under 10 aMW on a monthly basis
under normal conditions.
APPLICATION - 7

20. Paragraphs 1 .24 and 4.1 .4 of the ESA describe how Idaho Power's process
for confirming that under normal and/or average conditions, the Facility will not exceed
10 aMW on a monthly basis. Furthermore, as described in paragraph 7.7 of the ESA,
should the Facility exceed 10 aMW on a monthly basis or 10,000 kilowatts (*W") on an
hourly basis, Idaho Power will accept the energy, defined as Inadvertent Energy, but will
not purchase or pay for it.
21. Because the Facility produces less than 10 aMW on a monthly basis under
normal or average conditions, it is eligible for published avoided cost rates for "Other"
resources as currently established by the Commission in Order No. 36226 dated June
12, 2024.
Article XXIII (Modifications)
22. In reviewing other PURPA energy sales agreements recently, the
Commission has identified a heretofore standard ESA provision, Article XXIII
Modification, that it determined required revisions to address scenarios involving Facility
modifications to ensure, inter alia: the modified Facility operates under a correct and
accurate contract that describes the characteristics and parameters of the modified
Facility and the rate paid to the Facility and recovered from ratepayers, starting from the
first operation date after the Facility is modified, reflect the proper and authorized rate of
the modified Facility. See, e.g., Order Nos. 35705 and 35767.
23. The proposed ESA between Idaho Power and Seller incorporates the
provisions and language recently approved by the Commission and in conformity with
Order No. 35705.
APPLICATION - 8

Other Pertinent Provisions
24. The Project is already interconnected and selling energy to Idaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
this Project of March 01, 2025. See Appendix B. Articles IV and V of this ESA recognize
that information provided under the previous agreement may still be applicable to this
replacement ESA. As specified in the ESA, Idaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with the
various requirements for the Seller to be granted a First Energy Date and Operation Date
for this replacement ESA. In addition, Idaho Power will monitor the ongoing requirements
through the full term of this ESA.
25. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. Seller
currently has a valid and active Schedule 72 Generator Interconnection Agreement, or
"GIA," with Idaho Power. PURPA QF generation must be a designated network resource
("DNR") to serve Idaho Power's retail load on its system. In order for the Facility to
maintain its DNR status, there must be a power purchase agreement associated with its
transmission service request in order to maintain compliance with Idaho Power's non-
discriminatory administration of its Open Access Transmission Tariff ("OATT") and
maintain compliance with FERC requirements.
26. Article XXI of the ESA provides that it will only become finally effective upon
the Commission's approval of all of the ESA's terms and conditions and finding that all
payments Idaho Power makes to the Seller for purchases of energy will be allowed as
APPLICATION - 9

prudently incurred expenses for ratemaking purposes.
IV. PROCEDURE
27. Idaho Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed
under Modified Procedure, i.e., by written submissions rather than by hearing. RP 201,
et seq. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
28. Because the existing contract will run its full term and expire on February
28, 2025, the Parties request that the Commission set a procedural schedule that would
result in a final Commission determination prior to the expiration of the existing contract.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
29. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker Energy Contracts
Megan Goicoechea Allen Idaho Power Company
IPC Dockets 1221 West Idaho Street (83702)
1221 West Idaho Street (83702) P.O. Box 70
P.O. Box 70 Boise, Idaho 83707
Boise, Idaho 83707 energycontracts(ab-idahopower.com
dwalker(aD-idahopower.com
mgoicoecheaallen(a-)idahopower.com
dockets(aD-idahopower.com
VI. REQUEST FOR RELIEF
30. Idaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between Idaho Power and the Seller; and, if accepted, (3) declaring
that all payments Idaho Power makes to the Seller for purchases of electric energy
APPLICATION - 10

generated by the Facility will be allowed as prudently incurred expenses for ratemaking
purposes.
Respectfully submitted this 12th day of November 2024.
Donovan Walker
Attorney for Idaho Power Company
APPLICATION - 11

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 12t" day of November 2024, 1 served a true and
correct copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
Commission Secretary Hand Delivered
Idaho Public Utilities Commission U.S. Mail
11331 W. Chinden Blvd., Bldg No. 8 Overnight Mail
Suite 201-A (83714) FAX
PO Box 83720 FTP Site
Boise, ID 83720-0074 X Email
Courtesy Copy Sent via e-mail to:
Pete Richardson - peter rich ardsonadams.com
David Albright - david.albright(o)_simplot.com
(aa-f
Christy Davenport, Legal Assistant

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-24-43
IDAHO POWER COMPANY
ATTACHMENT 1

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
J.R. SIMPLOT COMPANY
TABLE OF CONTENTS
Article TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering,Metering Communications and SCADA Telemetry
1 1 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21 Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer's Certification
Appendix D - Other Facility Energy Prices
Appendix E - Insurance Requirements

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
ENERGY SALES AGREEMENT
(Other Facility 10 average Monthly MW or Less)
Project Name: Simplot-Pocatello
Project Number: 20250301
THIS ENERGY SALES AGREEMENT("AGREEMENT"), entered into on as of the Effective
Date defined in Paragraph 1.11,between J.R. SIMPLOT COMPANY a Nevada Corporation(Seller), and
IDAHO POWER COMPANY, an Idaho corporation(Idaho Power),hereinafter sometimes referred to
collectively as "Parties"or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifying Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifying Facility.
THEREFORE,In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto,the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net Energy Amount"-The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2, 6.2.3 or 6.2.4.
1.2 "Authorized Agent"-A person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller,to execute instruments,
agreements, certificates, and other documents(collectively"Documents")and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
1

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "Commission"-The Idaho Public Utilities Commission.
1.4 "Contract Year"-The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four(364)days thereafter.
1.5 "Delay Cure Period"-One hundred twenty(120)days immediately following the Scheduled
Operation Date.
1.6 "Delay Damages"- Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current
month)multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
1.7 "Delay Period"-All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.8 "Delay" -The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix D of this Agreement. If this
calculation results in a value less than zero (0),the result of this calculation will be zero(0).
1.9 "Designated Network Resource (DNR)"-A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof,that is committed for sale to third
parties or otherwise cannot be called upon to meet Idaho Power's network load.
1.10 "Designated Dispatch Facility"-Idaho Power's Load Serving Operations,or any subsequent
group designated by Idaho Power.
1.11 "Effective Date"-The date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.12 "Environmental Attributes"-Any credits,benefits, emissions reductions, offsets, and allowances,
howsoever entitled, attributable to the generation from the Facility, and its avoided emission of
2

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
pollutants. Environmental Attributes include but are not limited to: (1)any avoided emission of
pollutants to the air, soil or water such as sulfur oxides(SOx),nitrogen oxides (NOx), carbon
monoxide(CO)and other pollutants; (2) any avoided emissions of carbon dioxide(CO2),
methane (CH4),nitrous oxide,hydrofluorocarbons,perfluorocarbons, sulfur hexafluoride and
other greenhouse gases(GHGs)that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law,to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3)the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable,and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b)of The Energy Policy Act of 1992 and any present or
future federal, state, or local law,regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one(1)MWh of energy. Environmental Attributes do not include(i)
any energy, capacity,reliability or other power attributes from the Facility, (ii)production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits,reductions,or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii)the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009,or(iv)emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
1.13 "Estimated Net Energy Amount"-The monthly Estimated Net Energy Amount(kWh)provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
1.14 "Facility"-That electric generation facility described in Appendix B of this Agreement
3

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
1.15 "Facili , Nameplate Capacity"-The sum of the individual Generation Unit Nameplate Capacities
that are installed at this Facility.
1.16 "First Energy Date" -The day commencing at 00:00 hours Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
1.17 "Forced Outage" -A partial or total reduction of a)the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b)Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2)responding to a transmission provider curtailment order, or 3)unplanned preventative
maintenance to repair equipment that left unrepaired,would result in failure of equipment prior
to the planned maintenance period, or 4)planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
1.18 "Fueled Rates"-Fueled Rates shall apply to Qualifying Facility projects fueled with fossil fuels
as described in Schedule 73,Rate Options.
1.19 "Generator Interconnection Agreement(GIA)"-The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
1.20 "Generation Unit"-A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
1.21 "Heavy Load Hours(HL)"-The daily hours, applicable to energy deliveries, from hour ending
0700-2200 Mountain Time, (16 hours) excluding all hours on all Sundays,New Year's Day,
Memorial Day,Independence Day, Labor Day, Thanksgiving and Christmas.
1.22 "Inadvertent Energy"-Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreement.
1.23 "Interconnection Facilities" -All equipment specified in the GIA.
4

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
1.24 "Initial Capacity Determination"-The process by which Idaho Power confirms that under normal
or average design conditions the Facility will generate at no more than ten(10) average
megawatts(MW)per month.
1.25 "Light Load Hours (LL)"-The daily hours from hour ending 2300 -0600 Mountain Time(8
hours),plus all other hours on all Sundays,New Years Day,Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.26 "Losses"-The loss of electrical energy expressed in kilowatt hours(kWh) occurring as a result of
the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.27 "Market Energy Reference Price"-Eighty-five percent(85%)of the Mid-Columbia Market
Energy Cost.
1.28 "Material Breach"-A Default(paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 "Maximum Capacity Amount"-The maximum capacity(MW) of the Facility will be as specified
in Appendix B of this Agreement.
1.30 "Mid-Columbia Market Energy Cost" - Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ("ICE") daily firm
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day's index prices will
reflect the relative proportions of peak hours and off peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:
n
.824 * (Y_ {(ICE Mid-C Peak Avgx * HL hours for day)+
X=1
(ICE Mid-C Off-Peak Avg, * LL hours for day)} /(n*24))
where n=number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days,prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
5

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours(for example a Sunday),the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days.If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday,the prices used for HL Hours shall be those for HL hours in
the nearest(forward or backward)reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency,both Parties will
mutually agree upon a replacement index,which is similar to the ICE Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.31 "Monthly Nameplate Energy"-Facility Nameplate Capacity(kW)multiplied by the hours in the
applicable month.
1.32 "Nameplate Capacity"- The full-load electrical quantities assigned by the designer to a Generation
Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-amperes,
kilowatts,horsepower or other appropriate units. The nameplate is usually attached to the
individual machine or device. This value is established for the term of this Agreement in
Appendix B, item 13-1 of this Agreement and validated in paragraph 4.1.4 of this Agreement.
1.33 "Net Energy" -All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
1.34 "Non-Fueled Rates"-Non-Fueled Rates shall apply to Qualifying Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73,Rate Options.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
1.35 "Operation Date" -For new projects,the day commencing at 00:00 hours Mountain Time,
following the day that all requirements of paragraph 5.2 have been completed and after the Seller
requested Operation Date. For existing projects already delivering energy to Idaho Power under
an existing energy sales agreement,the Operation Date will be at the hour beginning 00:01 on the
Scheduled Operation Date selected in Appendix B-3,provided the Commission approves the
replacement Agreement and the Seller completes all of the Article IV and Article V requirements
prior to the Scheduled Operation Date specified in Appendix B-3.
1.36 "Other Facility"-In accordance with IPUC Order No. 32697 and Order No. 32802, a generation
facility that is not a solar,wind, seasonal hydro or non-seasonal hydro generation facility.
1.37 "Point of Delivery"-The location specified in the GIA and referenced in Appendix B,where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.38 "Prudent Electrical Practices"-Those practices,methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.39 "Renewable Energy Certificate"or"REC" -A certificate, credit, allowance, green tag,or other
transferable indicia,howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand(1,000)kWh of Net Energy.
1.40 "Scheduled Operation Date"-The date specified in Appendix B when Seller anticipates achieving
the Operation Date. The Scheduled Operation Date provided by the Seller shall be a reasonable
estimate of the date that the Seller anticipates that the Seller's Facility shall achieve the Operation
Date and complete Article V compliance items.
1.41 "Schedule 72"-Idaho Power's Tariff No. 101, Schedule 72 or its successor schedules as approved
by the Commission.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
1.42 "Schedule 73"-Idaho Power's Tariff No. 101, Schedule 73 or its successor schedules as
approved by the Commission.
1.43 "Season"-The three periods identified in paragraph 6.2.1 of this Agreement.
1.44 "Station Use"-Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.45 "Termination Damages"-Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE 11: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation- Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts-All professionals or experts including,but not limited to, engineers,
attorneys or accountants,that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warrantyby Idaho Power-Any review or acceptance of Seller's design, specifications,
equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and Idaho
Power makes no warranties, expressed or implied,regarding any aspect of Seller's design,
specifications, equipment or facilities, including,but not limited to, safety, durability,reliability,
strength,capacity, adequacy or economic feasibility.
3.2 Qualify Fly Status- Seller warrants that the Facility is a"Qualifying Facility,"as that term
is used and defined in 18 C.F.R. §292.201 et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualifying Facility status during the term of this Agreement
8

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
and Seller's failure to maintain Qualifying Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualifying Facility status and
associated support and compliance documents at any time during the term of this Agreement.
3.3 Other Facility Qualification- Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.36 of this Agreement. Seller will take such steps as may be required to
maintain the Other Facility status during the full term of this Agreement,Idaho Power reserves
the right to review the Other Facility status of this Facility and associated support and compliance
documents at any time during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 First Energy Date-Prior to the Effective Date of this Agreement,this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated September 30,2021,
that expires on February 28,2025 at 23:59 hours Mountain Time, and some of the requirements
of this Article are very similar to the requirements of this previous Agreement. Prior to the First
Energy Date and as a condition of Idaho Power's acceptance of deliveries of energy from the
Seller under this Agreement, Idaho Power shall review the previously provided information and
at Idaho Power's sole discretion may 1) accept the previously provided information as meeting
the requirements of this Article or,2)require updates to the previously provided information or 3)
require the Seller to provide new information to complete the following requirements.
4.1.1 Licenses,Permits,Determinations,Approvals- Submit proof to Idaho Power that all
licenses,permits, determinations and 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 C.F.R. §292.201 et seq. as a certified
Qualifying Facility and evidence of compliance with the eligibility to be classified as an
Other Facility as defined in paragraph 1.36 of this Agreement.
4.1.2 Opinion of Counsel- Submit to Idaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Seller's licenses,permits,determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and,based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering
the opinion understands that Idaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law(1991).
4.1.3 Commission Approval- Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination- Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, each Generation Unit's Nameplate Capacity, equipment
specifications,prime mover data,resource characteristics,normal and/or average
operating design conditions and Station Use data. Upon receipt of this information,
Idaho Power will review the provided data and if necessary, request additional data to
complete the Initial Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten(10)MW,the Seller shall
submit detailed,manufacturer,verifiable data of the Nameplate Capacity ratings
of the individual Generation Units to be installed at this Facility. Idaho Power
will verify that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
(10)MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds ten(10)MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten(10) average MW in any
month.
4.1.5 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specific Generation Units.
4.1.6 Completion Certificate- Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit(s)
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
4.1.7 Insurance- Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.8 Interconnection-Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection,hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
4.1.9 Designated Network Resource(DNR)- Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement,the Seller's Facility must
have achieved DNR status prior to Idaho Power accepting any energy from this
Facility. Appendix B item 7 provides information on the initial application
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
process required to enable Idaho Power to determine if network transmission
capacity is available for this Facility's Maximum Capacity Amount and/or if
Idaho Power transmission network upgrades will be required. The results of this
study process and any associated costs will be included in the GIA for this
Facility.
4.1.9.2 At least thirty(30) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements of the GIA that enable the Facility to
come online,Idaho Power will complete the process for getting the Seller's
Facility approved as an Idaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement,the Seller must notify Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA.
4.1.10 Written Acceptance-Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term-Subject to the provisions of paragraph 5.2 below,this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period of five(5)Contract Years
from the Operation Date.
5.2 Operation Date-Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated September 30,2021,
that expires on February 28,2025 at 23:59 hours Mountain Time, and some of the requirements of
this Article are very similar to the requirements of this previous Agreement. Idaho Power shall
12

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
review the previously provided information and at Idaho Power's sole discretion may 1)accept the
previously provided information as meeting the individual requirements of this Article or, 2)
require updates to the previously provided information or 3) require the Seller to provide new
information to complete the following requirements. A single Operation Date will be granted for
the entire Facility and may occur only after the Facility has achieved all of the following:
a) The Facility is online and delivering electricity to Idaho Power at the Point of Delivery.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent,reliable and safe manner.
c) Engineer's Certification - Submit an executed Engineer's Certification of Ongoing
Operations and Maintenance certificate as described in Commission Order No. 21690.
This certificate will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.This
confirmation will not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
5.4 Termination- If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period.If Seller fails to achieve an Operation Date during the Delay Cure Period,Idaho
Power may immediately terminate this Agreement with no further notice required.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
5.5 Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
5.6 Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated. Seller shall respond within 15 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery-Except when either Party's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery.
6.2 Estimated Net Energy Amounts-Neither the monthly Estimated Net Energy Amounts provided as
of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to Idaho Power via email or alternate
methods as specified by Idaho Power.
6.2.1 Monthly Estimated Net Energy Amounts provided as of the Effective Date of this
Agreement:
Month kWh
March 5,546,520
Season I April 5,367,600
May 5,546,520
July 5,546,520
August 5,546,520
14

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Season 2 November 5,367,600
December 5,546,520
June 5,367,600
September 5,367,600
Season 3 October 5,546,520
January 5,546,520
February 5,009,760
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided monthly Estimated Net Energy Amounts.
This revision must be submitted using the electronic portal provided by Idaho Power if
available.If the portal is not available,then written notice must be provided to Idaho Power
by electronic notice(electronic mail)as agreed to by both parties.
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25th day of the month that is prior to the month to be revised. If the 25th day of the month
falls on a weekend or holiday,then Idaho Power must receive the revision no later than the
last business day prior to the 25th day of the month. For example, if the Seller would like
to revise the Estimated Net Energy Amount for October, they would need to submit a
revised schedule no later than September 25th or the last business day prior to September
25th.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If the portal is not available, then written notice must be
provided to Idaho Power by electronic notice(electronic mail)as agreed to by both
parties.
b.) If the Seller does not update the portal or provide written notice of changes to the
Estimated Net Energy Amounts, then it will be deemed to be an election of no
change from the most recently provided monthly Estimated Net Energy Amounts.
Idaho Power is unable to accept any requested changes to the Estimated Net
15

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Energy Amounts if the date and time that Idaho Power receives the requested
change is after the deadline.
6.2.4 Idaho Power Adjustment of Monthly Estimated Net Energy Amounts-If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power,the monthly estimated Net Energy
amount as specified in paragraph 6.2 for the specific month in which the reduction or suspension
under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred:
NEA = Current Month's Estimated Net Energy Amount(Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by Idaho
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of the
individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances causing
the Seller to declare a Suspension of Energy Deliveries.
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
RSH = Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted SGU RSH
Estimated /
Net Energy NEA - ( TGU X NEA ) X ( TH /
Amount \ \
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
16

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
6.3 Failure to Deliver Minimum Amounts of Net Eneriy-Unless excused by an event of Force
Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent(10%)of the sum of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Surplus Energy - (1)Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent(110%)of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or(2)if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent(90%) of the monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the Idaho Power electrical system for that given
month, or(3)all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date,or(4)all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
7.2 Surplus Energy Price-For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price,whichever is
lower.
7.3 Base Energy-The Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent(90%) and less than or equal to one hundred ten percent(110%)of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
7.4 Base Energy eM Load Purchase Price-For all Base Energy received during Heavy Load Hours,
17

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix D.
7.5 Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix D.
7.6 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix D.
7.7 Inadvertent Energy-
7.7.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten
thousand(10,000)kW multiplied by the hours in the specific month in which the
energy was delivered. (For example,January contains 744 hours. 744 hours times
10,000 kW=7,440,000 kWh. Energy delivered in January in excess of 7,440,000
kWh in this example would be Inadvertent Energy.)
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten(10)average MW monthly and therefore does not intend to generate and deliver
Inadvertent Energy,Idaho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
7.7.3 Delivering Inadvertent Energy to Idaho Power for two (2)consecutive months and/or
in any three(3)months during a Contract Year will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement within sixty(60) days
after the Material Breach has occurred.
7.8 Pam-Undisputed Base Energy and Surplus Energy payments,less any payments due to Idaho
Power will be disbursed to the Seller within thirty(30)days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
18

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Idaho Power which could be ACH(Automated Clearing House), electronic,wire,paper checks or
any other method for making payments to Seller.
7.9 Continuing Jurisdiction of the Commission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v.Idaho Public Utilities Commission and Afton Energy,Inc., 107 Idaho 781, 693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idaho 1122,
695 P.2d 1 261 (1985),Afton Energy,Inc,v. Idaho Power Company, I I I Idaho 925, 729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. §292.303-
308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND INTERCONNECTION
9.1 Design of Facility- Seller will design, construct, install, own, operate and maintain the Facility to
allow safe and reliable generation and delivery of Net Energy and Inadvertent Energy to the Idaho
Power Point of Delivery for the full term of the Agreement in accordance with the GIA.
ARTICLE X:
METERING, METERING COMMUNICATIONS AND SCADA TELEMETRY
10.1 Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the generation produced from the Facility. The metering equipment will be capable of
measuring, recording, retrieving and reporting the Facility's hourly gross electrical energy
production, Station Use,maximum energy deliveries(kW)and any other electricity measurements
at the Point of Delivery that Idaho Power needs to administer this Agreement and integrate this
19

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
Facility's electricity delivered to the Idaho Power electrical system. Specific equipment,installation
details and requirements for this metering equipment will be established in the GIA process and
documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acquisition(SCADA,)Telemetry-In addition to the requirements
of paragraph 10.1 and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
ARTICLE XI-RECORDS
11.1 Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period of not less than five(5)years.
11.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
20

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation,Net Energy,Station Use,Surplus Energy,Inadvertent Energy and maximum generation
(M)records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energy-
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If interruption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. §292.304
c.) If temporary disconnection and/or interruption of generation deliveries is
in accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment,personnel or service to its customers,Idaho Power may temporarily disconnect
21

Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated generation that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. Idaho Power will have no
responsibility to pay for any other costs,lost revenue or consequential damages the Facility
may incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage or Force Majeure that curtails
generation or deliveries for any duration, the Seller shall promptly notify Idaho Power's
Designated Dispatch Facility and may subsequently claim a Seller Declared Suspension of
Energy Deliveries if Seller believes the outage meets the requirements of a Forced Outage
or Force Majeure that lasted at least 48 continuous hours, as set forth in paragraph 12.3.2.
12.3.2 Start of Curtailment - In the event of a Forced Outage or Force Majeure that curtails
generation or deliveries for any duration, the Seller will notify the Designated Dispatch
Facility of the Forced Outage by telephone. If the Forced Outage or Force Majeure has
lasted or is expected to last at least 48 continuous hours and the Seller wants to claim a
Seller Declared Suspension of Energy Deliveries, Seller will notify Idaho Power Energy
Contracts by electronic mail at the address supplied by Idaho Power on or before the next
business day following the 48 hours of continuous curtailment,identifying(a)the start time
and date of the partial or total reduction of the Facility's capacity to produce and/or deliver
Net Energy to the Point of Delivery,(b)the amount of the hourly electric capacity reduction
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(in kW), (c)the cause (or if not known, Seller's best estimate thereof, and(d) Seller's best
estimate of the time and date that the partial or total reduction will end.
Conclusion of the Curtailment-After the conclusion of the outage of any duration, Seller
will notify the Designated Dispatch Facility by telephone. If the Seller has claimed or will
be claiming a Seller Declared Suspension of Deliveries, Seller will notify Idaho Power
Energy Contracts group by electronic mail that the curtailment has concluded and report
the day and time that the curtailment ended. To qualify as a Seller Declared Suspension of
Deliveries,the curtailment must be at least 48 continuous hours in duration and must meet
the criteria for a Forced Outage in paragraph 1.17 or an event of Force Majeure in
paragraph 14.1. The beginning hour of the Seller Declared Suspension of Energy
Deliveries will be the next full hour after making initial telephone contact with Idaho Power
identifying the start of curtailment. The ending hour of the Seller Declared Suspension of
Energy Deliveries will be at the earliest next full hour after making telephone contact with
Idaho Power identifying the conclusion of the curtailment. If the Seller desires to claim a
Seller Declared Suspension of Energy Deliveries, the Seller will, within seven calendar
days but no later than 5 PM on the 7th calendar day after conclusion of the outage,provide
Idaho Power a written notice in accordance with Article XXV or to an email address
provided by Idaho Power that will contain: (i) the Seller's proposed beginning hour and
date and ending hour and date of the Seller Declared Suspension of Energy Deliveries, (ii)
a description of the conditions that qualify the outage as a Forced Outage or event of Force
Majeure,(iii)the reduced level(kW)of energy deliveries the Facility notified Idaho Power
were the maximum energy deliveries to Idaho Power during the outage.
12.3.3 Notice, Documentation and Review of Seller Declared Suspension of Energy Deliveries -
If Idaho Power receives written notification of Seller's Declared Suspension of Energy
Deliveries within seven calendar days of the outage, Idaho Power will review the written
notification and related documentation provided by the Seller to determine Idaho Power's
acceptance of the described Forced Outage or event of Force Majeure as qualifying for a
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Seller Declared Suspension of Energy Deliveries as specified in paragraph 12.3.2. Idaho
Power's acceptance of the Seller's Forced Outage or event of Force Majeure as an
acceptable Seller Declared Suspension of Energy Deliveries will be based upon the clear
documentation provided by the Seller. Seller will establish that outages of the Facility were
not the result of neglect,disrepair or a lack of preventative maintenance by providing Idaho
Power documentation of the Facility's maintenance records on a semi-annual basis or more
frequently upon Idaho Power's request. Idaho Power's acceptance of a Seller Declared
Suspension of Energy Deliveries will not be unreasonably withheld as long as the Seller
has provided reasonable documentation and explanation to Idaho Power that the Declared
Suspension of Energy Deliveries meets all the criteria described in paragraphs 12.3.1,
12.3.2 and 12.3.3. Idaho Power will provide written communication to the Seller of its
acceptance of Seller's Declared Suspension of Energy Deliveries or an explanation of the
reason Idaho Power denies the Declared Suspension of Energy Deliveries. If Idaho Power
accepts the Seller Declared Suspension of Energy Deliveries claim from the Seller, then
Idaho Power will adjust the monthly Estimated Net Energy Amount in accordance with
Article 6.2.4 for the months that had a validated Seller Declared Suspension of Energy
Deliveries. If the accepted Seller Declared Suspension of Energy Deliveries extends
beyond the current month, Idaho Power will adjust the monthly Estimated Net Energy
Amount for the affected month(s).If the Seller's claim is received near the end of the month
or shortly after the start of the month,Idaho Power may need to wait to adjust the Estimated
Net Energy Amount until the next month if there is not sufficient time to make the
adjustment prior to the end of the Idaho Power current monthly billing cycle.
12.4 Scheduled Maintenance - On or before January 31St of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
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that this maintenance schedule shall be consistent for all future years,until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices,Idaho Power system requirements and the Seller's preferred schedule.Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information -Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or curtailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical
system,and/or unplanned events,Idaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Parry's, (a) construction, ownership, operation or
maintenance of,or by failure of,any of such Parry's works or facilities used in connection with this
Agreement, or(b)negligent or intentional acts, errors or omissions. The indemnifying Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifying Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance-During the term of this Agreement,Seller shall secure and continuously carry insurance
as specified in Appendix E.
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ARTICLE XIV: FORCE MAJEURE
14.1 Force Majeure-As used in this Agreement,"Force Majeure"or"an event of Force Majeure"means
any cause beyond the control of the Seller or of Idaho Power which, despite the exercise of due
diligence, such Party is unable to prevent or overcome. Force Majeure includes,but is not limited
to,acts of God,fire,flood,storms,wars,hostilities,civil strife,strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure,provided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure,give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
ARTICLE XV: LIABILITY; DEDICATION
15.1 Limitation of Liability-Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential,nor punitive
damages, except as expressly authorized by this Agreement.
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15.2 Dedication-No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVL• SEVERAL OBLIGATIONS
16.1 Several Obli atg ions-Except where specifically stated in this Agreement to be otherwise,the
duties, obligations and liabilities of the Parties are intended to be several and not joint or
collective.Nothing contained in this Agreement shall ever be construed to create an association,
trust,partnership or joint venture or impose a trust or partnership duty, obligation or liability on
or with regard to either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.
ARTICLE XVII: WAIVER
17.1 Waiver-Any waiver at any time by either Parry of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 State of Idaho Laws- This Agreement shall be construed and interpreted in accordance with the
laws of the State of Idaho without reference to its choice of law provisions.
18.2 Venue -For any litigation arising out of or related to this Agreement will lie in the District Court
of the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes-All disputes related to or arising under this Agreement,including,but not limited to,the
interpretation of the terms and conditions of this Agreement, will be submitted to the appropriate
authority for resolution.
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19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement(an"event of default"),the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty(60)days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty(60)day period and then fails to diligently pursue such cure,then the
non-defaulting Party may,at its option,terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches-The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach or if a specific
cure and/or inability to cure is identified by this Agreement for the specific Material
Breach then that cure shall apply.
19.3 Operation Date Requirements - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance-Evidence of compliance with the provisions of Appendix E. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer's Certification - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
Maintenance certificate as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of Idaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses/Leases/Permits/Determinations -During the full term of this Agreement,
Seller shall maintain compliance with all permits,licenses and determinations described
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in paragraph 4.1.1 of this Agreement. In addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every fifth
Contract Year, Seller will update the documentation described in Paragraph 4.1.1. If at
any time Seller fails to maintain compliance with the permits, licenses, leases and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 Commission Order- Idaho Power shall file this Agreement for its acceptance or rejection by the
Commission.This Agreement shall only become finally effective upon the Commission's approval
of all terms and provisions hereof without change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
hereunder may be assigned,in whole or in part,by operation of law or otherwise,without the prior
written consent of both Parties,which consent shall not be unreasonably withheld.Any party with
which Idaho Power may consolidate,merge,convey or transfer substantially all of its electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to all of Idaho Power's rights,obligations and interests under this Agreement.Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
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financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
23.1 No later than the First Energy Date,the Seller will provide Idaho Power with an"as-built"
description of the Facility in the form set forth in Appendix B.
23.2 The Seller will not modify the Facility from the description set forth in Appendix B without prior
notification to Idaho Power.A proposed modification to the Facility that would change the Facility
as described in Appendix B is referred to herein as a"Proposed Facility Modification." Proposed
Facility Modification does not include additions or expansions to the Facility that result in an
increase to the Maximum Capacity Amount, which are addressed in paragraph 23.6. The Seller
may not begin construction of any Proposed Facility Modification(s)unless and until the following
requirements have been met:
(i) Seller has promptly notified Idaho Power of the Proposed Facility Modification(s)prior to
initiating the modification design, specification,purchasing and construction process;
(ii) Seller has provided Idaho Power with detailed plans regarding the Proposed Facility
Modification(s), including proposed revisions to the as-built description of the Facility set
forth in Appendix B; and
(iii) The Proposed Facility Modification has been reviewed by Idaho Power and a
determination made to either pursue amendment as a Proposed Facility Modification
pursuant to paragraphs 23.3 and 23.4 or as an expansion or additional project pursuant to
paragraph 23.6.
23.3 Idaho Power will review any Proposed Facility Modification(s) and "as-built" descriptions to
determine whether amendment of the Agreement is appropriate as set forth in paragraph 23.4. In
reviewing any Proposed Facility Modification(s) or actual modifications reflected in the as-built
description,Idaho Power shall consider the following information: (i)The nature,scope,and extent
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of the proposed or actual modification(s); (ii) The impact, if any, on the applicable avoided cost
rates or other relevant terms and conditions; and(iii) Such other information as may reasonably be
necessary including the effect on any other provisions hereof which may be impacted by the
proposed or actual modification. Proposed modifications could result in several possible actions
including but not limited to: no change to Appendix B, and thus no further action; an amendment
to conform Appendix B to the modified Facility; an amendment to adjust the pricing and other
relevant terms and conditions; or a termination and new Agreement.
23.4 Based on its review, Idaho Power, at its sole determination in accordance with the provisions of
the Public Utility Regulatory Policies Act of 1978 and any amendments thereto ("PURPA") and
subject to Commission approval, may choose to enter into an amendment of the Agreement to
adjust the pricing or other relevant terms and conditions as necessary, including Appendix B;
23.4.1 If Idaho Power determines that it is appropriate to revise the Agreement, the Parties will
enter into a written amendment to the Agreement revising the relevant terms, conditions,
description in Appendix B, and, if necessary, pricing, referred to herein as the "Facility
Modification Amendment". The Facility Modification Amendment will be submitted to
the Commission for approval. If the pricing is adjusted, the Parties will agree on and
include in the amendment a pricing true-up mechanism to ensure that the correct rates
apply to the modified Facility from the completion date of the modification.
23.4.2 If the Commission determines that the Proposed Facility Modification would require
termination of the Agreement,the Seller may abandon the Proposed Facility Modification
or accept the termination. If the Seller accepts the termination, Seller will be responsible
for Termination Damages,if any,and the Parties may negotiate a new agreement based on
the Facility as modified.
23.5 In addition to prior notification of any modifications to the Facility from the description set forth
in Appendix B, no later than thirty (30) days following the date of substantial completion of such
modification,and prior to the first Operation Date of such modification, Seller must provide Idaho
Power with an "as-built" description of the modified Facility in the form set forth in Appendix B
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of this Agreement; provided that the Facility, as reflected in the "as-built" description to be
provided under this paragraph,may not deviate from the Facility Modification Amendment,except,
in each case, to the extent such further modification(s) are authorized under a subsequent written
amendment to this Agreement that is executed by the Parties and approved by the Commission. If
the "as-built" description deviates from the then-approved Appendix B, Idaho Power will review
it and follow the process described in paragraphs 23.3 and 23.4.
23.6 Idaho Power is not required to purchase any Net Energy above the Maximum Capacity Amount.
If Seller builds an expansion or additional project such that the expansion, or additional project
would be deemed a single Qualified Facility or the same site under FERC regulations, Seller may
not require Idaho Power (and Idaho Power will have no obligation to purchase pursuant to this
Agreement)the output of any such expansion,or additional facility under the terms,conditions and
prices in this Agreement. Instead, Seller may exercise any rights to enter into a new agreement for
the sale of such incremental energy from such additional facility that is a Qualified Facility under
then-applicable laws and regulations.
23.7 Idaho Power is not obligated to and shall not make any incremental payment to Seller as a result
of any modification, addition, or expansion of the Facility if such modification was not authorized
and approved by the Commission pursuant to the provisions of this Article 23. Should the Seller
modify,construct additions,and/or expand the Facility without notification to Idaho Power nor the
authorization and approval of the Commission pursuant to the provisions of this Article 23, any
incremental payments to Seller resulting from and subsequent to the modification, addition,and/or
expansion of the Facility that deviate from the description in Appendix B shall be unauthorized and
immediately due and owing back to Idaho Power. Failure to repay, or reasonably offset future
payments made to Seller designed to repay and recoup any unauthorized payment amounts will be
deemed a material breach of this Agreement.
23.8 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
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ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Notices-All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,first-
class,postage prepaid, as follows:
To Seller:
Original document to:
Name: J.R. Simplot Company
Address: Attn: Trisha Arave,Plant Manager
PO Box 27
Boise, ID 83707
Telephone: [phone]
E-mail: [e-mail]
Copy of document to:
Name: J.R. Simplot Company
Address: Attn: David Albright,Energy Manager
PO Box 27
Boise, ID 83707
Telephone: [phone]
Cell: 559-301-8424
E-mail: [e-mail]
To Idaho Power:
Original document to:
Vice President,Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: energycontractskidahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: energycontractskidahopower.com
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Either Party may change the contact person and/or address information listed above,by providing
written notice from an authorized person representing the Party.
25.2 Authorized Agents
Christopher Morgan,Vice President Mining and Manufacturing
Nikhil Tandon, Senior Director Global Strategic Sourcing
Trisha Arave,Plant Manager
David Albright,Energy Manager
The Seller may modify the Authorized Agents requesting and completing an Authorized Agent
form provided by Idaho Power. This document will include the requested changes and require
signature(s) from an authorized party of the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employ-During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. § 4212,Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246,the Equal Opportunity Clauses contained in 41
C.F.R. §60-1.4,41 C.F.R. §60-250.5, and 41 C.F.R. §60-741.5 are incorporated herein by
reference
26.2 Prior to the Seller executing this Agreement,the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated
with acquiring adequate firm transmission capacity to enable the project to be classified
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as an Idaho Power DNR. If final interconnection or transmission studies are not
complete at the time the Seller executes this Agreement,the Seller understands that the
Seller's obligations to pay Delay and Termination Damages associated with the
project's failure to achieve the Operation Date by the Scheduled Operation Date as
specified in this Agreement is not relieved by final interconnection or transmission
costs,processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the
Facility is eligible for the published avoided costs requested by the Seller and
contained within this Agreement. Commission Order No. 36226 effective June 12,
2024,provides the current published avoided costs for Non-Seasonal Hydro
Facilities, Seasonal Hydro Facilities, Other Facilities, Solar Facilities, and Wind
Facilities. Commission Order No. 32697 provides for full capacity payments for
existing projects that have requested replacement contracts after their existing
contract expires.
26.3 This Agreement includes the following appendices,which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer's Certification
Appendix D - Other Facility Energy Prices
Appendix E - Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
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ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company J.R. Simplot Company
By 27 By
Ryan Adelman Christopher Morgan
Vice President,Power Supply Vice President,Mining and
Manufacturing
Dated Dated
11/4/2024 11/1/2024
"Idaho Power" "Seller"
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APPENDIX A
At the end of each month, the power production and switching report will be emailed to:
[e-mail]
If email is not available,then the report can be mailed to:
Idaho Power Company
Cogeneration and Small Power Production Reports
C/O Financial Accounting
1221 W. Idaho
Boise,Idaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy(kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings on
this report may not be used to calculate the actual payment,but instead will be a check of the automated
meter reading information that will be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Facility Station Metered
Outl2ut Usage Maximum
Meter Number:
End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant: Net Generation
kWh for the Month:
Metered Demand:
Breaker Opening Record Breaker Closing Record
Date Time Meter * Reason Date Time Meter
* Breaker Opening Reason Codes
1 Lack of Adequate Prime Mover I hereby certify that the above meter readings are true
2 Forced Outage of Facility and correct as of Midnight on the last day of the above
3 Disturbance of IPCo System month and that the switching record is accurate and
4 Scheduled Maintenance complete as required by the Energy Sales Agreement
5 Testing of Protection Systems to which I am a Party.
6 Cause Unknown
7 Other(Explain)
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM(Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use,the
maximum generated power(kW)and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Mana eg ment
Name: David Albright
Telephone Number: 208-780-2763
Cell Phone: [phone]
Email: [e-mail]
24-Hour Project Operational Contact
Name: Central Control Operator
Telephone Number: 208-234-5450
Project On-site Contact information
Name: Camren Bowen
Telephone Number: 208-234-5408
Cell Phone: [phone]
Email: [e-mail]
Name: Randy Hamilton
Telephone Number: 208-234-5442
Cell Phone: [phone]
Email: [e-mail]
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Simplot-Pocatello
Project Number: 20250301
B-1 DESCRIPTION OF FACILITY
The facility generates electric energy with the waste heat from an exothermic reaction that occurs
in the production of sulfuric acid in the J.R. Simplot Don Plant fertilizer production facility. The
steam turbine generator is manufactured by General Electric and is a three-phase synchronous
generator with a nameplate capacity rating of 15.9 MW. The waste heat steam captured from the
exothermic reaction moves through a 625 PSIG header leading to the turbine generator described
above. After generating electricity,the steam is then utilized for other processes within the
fertilizer production facility.
Facility Nameplate Capacity: 15.9 MW
Qualifying Facility Category(Small Power Production or Cogeneration): Cogeneration
Primary Energy Source(Hydro,Wind, Solar,Biomass,Waste, Geothermal): Waste
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel):Non-
Fueled
B-2 LOCATION OF FACILITY
The facility is located at 1150 Highway 30 West,Pocatello, ID 83204 in the South Half of
Section 7, Township 6 South,Range 34 East,Boise Meridian,Power County, Idaho.
Nearest City: Pocatello
County and State: Power County,Idaho
Location Coordinates: Latitude Decimal Degrees 112.5278
Longitude Decimal Degrees 42.9093
Interconnection/Point of Delivery:Vicinity of Don Plant Substation.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATES
This Facility has been delivering energy to Idaho Power in accordance with an Energy Sales
Agreement dated September 30, 2021 as the current Energy Sales Agreement will expire at 23:59
hours Mountain Time on February 28,2025.It is expected that the First Energy Date and Operation
Date for this Replacement Energy Sales Agreement will begin at 00:00 hours Mountain Time on
March 01,2025 provided that the Commission approves this Replacement Energy Sales Agreement
and the Seller completes all of the Article IV and Article V requirements prior to March 01,2025.
B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 15.9 MW which is consistent with the value provided by the
Seller to Idaho Power in accordance with the GIA. This value is the maximum generation (MW)
that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at
any moment in time.
B-5 POINT OF DELIVERY
"Point of Delivery"means,unless otherwise agreed by both Parties,the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the Seller
to the Idaho Power electrical system at the Point of Delivery then no Losses will be calculated for
this Facility. If the Idaho Power metering equipment is unable to measure the energy deliveries
directly at the Point of Delivery, the Losses will be calculated. This loss calculation is set at zero
percent (0%) of the kWh energy production recorded on the Facility generation metering
equipment. If at any time during the term of this Agreement,Idaho Power determines that the loss
calculation needs to be revised due to a change in the electrical equipment or some other factor,
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
then Idaho Power may adjust the calculation and retroactively adjust the previous month's kWh
loss calculations.
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is 1) executed and approved by the Commission, 2) a GIA
has been executed by both parties and 3) the Seller is in compliance with all requirements of that
GIA.
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved
the status of being an Idaho Power DNR.Federal Energy Regulatory Commission("FERC")rules
require Idaho Power to prepare and submit the application to achieve DNR status for this Facility.
Because much of the information Idaho Power needs to prepare the DNR application is specific to
the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have 1)filed a Generation Interconnection application,2)submitted all information
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idaho Power with confirmation of the Seller's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies
to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement,hereafter referred to as the"Agreement,"
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No. and hereinafter referred
to as the"Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range ,Boise Meridian, County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a year period.
6. That Engineer has substantial experience in the design,construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy;that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete,true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
APPENDIX D
OTHER FACILITY ENERGY PRICES
(Prices based on the Nameplate Capacity Amount of 15.9 MW,Non-Fueled Rates)
D-1 Base Energy Heavy Load Purchase Price-For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
36226 effective June 12,2024,with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00%) Season 3 - (100.00%)
Year $/MWh $/MWh $/MWh
2025 41.95 68.49 57.07
2026 40.25 65.71 54.76
2027 39.14 63.90 53.25
2028 39.26 64.10 53.42
2029 39.74 64.89 54.07
2030 40.70 66.44 55.37
D-2 Base Energy Light Load Purchase Price -For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
36226 effective June 12,2024,with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00%) Season 3 - (100.00%)
Year $/MWh $/MWh $/MWh
2025 36.60 59.75 49.79
2026 34.90 56.98 47.48
2027 33.79 55.16 45.97
2028 33.91 55.37 46.14
2029 34.39 56.15 46.79
2030 35.34 57.71 48.09
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
D-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
No. 36226 effective June 12, 2024,with full capacity payments per Commission Order No. 32697
and seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00%) Season 3 - (100.00%)
Year $/MWh $/MWh $/MWh
2025 39.57 64.60 53.83
2026 37.87 61.83 51.52
2027 36.76 60.01 50.01
2028 36.88 60.21 50.18
2029 37.36 61.00 50.83
2030 38.31 62.55 52.13
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Docusign Envelope ID: 11ECEE07-88F2-4205-B991-F8585B0898EE
APPENDIX E
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
1. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten(10)days of the annual anniversary
of the Operation Date,the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
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