Bypass Limited FESA aka Hazelton A.pdf

..
June 17, 2010
Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, ID 83720-0074
RECEIVED
20 IO JUN 21 AM 8: I 3
IDAHO PULL:::: UTILITlES co n. 1ss10
An IDACORP Company
Randy C. Allphin
Senior Energy Contract Coordinator
Tel: [phone]
[e-mail]
RE: Hazelton A, Project Number 31715128
Dear Ms. Jewell:
Attached is a copy of a signed letter extending the termination date of the Hazelton A Firm
Energy Sales Agreement dated January 18, 1989 (Agreement) to December 31, 2010. A copy has
also been provided to Rick Sterling and Scott Woodbury. Please file this copy with the original
Agreement.
This Agreement was approved in Commission Order 22326 on February 9, 1989. The
Agreement has a Term of 20 years from the Operation Date of June 20, 1990. The current energy
prices within the Agreement are:
Season 1
Season 2
Season 3
3.489 cents per kWh
5.603 cents per kWh
4.669 cents per kWh
The attached letter agreement provides that the current Agreement be extended, including these
energy prices until December 31, 2010.
In early June 2010, Idaho Power notified the project of the pending contract termination. At
that time the project expressed the desire to continue to sell energy to Idaho Power under the existing
agreement until December 31, 2010, with the intention of executing a new agreement with
Idaho Power for energy sales prior to December 31, 2010.
PO Box 70 Boise, Idaho 83707
Page I of2
1221 W Idaho St. Boise, Idaho 83702
" Jean Jewell Page 2 June 17, 2010
The project is current on all requirements within the Agreement and the energy prices within
the existing agreement are more favorable then a new PURP A agreement. Idaho Power agreed it was
reasonable to extend the term of the Agreement. In this letter agreement Idaho Power advises the
project that a copy of this letter will be filed with the Commission and if the Commission requires
additional information or processes, the project will be notified of these requirements.
Please contact me if you have any questions or if you require any additional information.
Sincerely,
Randy C Allphin
Idaho Power Company
RCA/cs
Attachment
cc: Rick Sterling (!PUC)
Scott Woodbury (!PUC)
Donavan Walker (IPC)
Page 2 of2
PO Box 70 Boise, Idaho 83707 1221 W Idaho St. Boise, Idaho 83702
)
An IDACORP Company
June 11, 2010
Randy C. Allphin
Senior Energy Contract Coordinator
Tel: [phone]
[e-mail]
SE Hazelton A, L.P.
C/0 Enel North America Attn: Victor A Engel
One Tech Drive, Suite 220
Andover, MA 01810
Re: Hazelton A, Project Number: 31715128
Firm Energy Sales Agreement - Term Extension Letter Agreement
The Firm Energy Sales Agreement (Agreement) for the above-referenced project dated January 18, 1988, is due
to expire on June 20, 2010. Idaho Power and Enel North America have discussed and agree to extend the term
of the existing Agreement to December 31, 2010 with no changes to the existing terms and conditions.
If you concur with extending the contract term as described above, please sign this letter in the designated space
below and return to Idaho Power Company. Upon receipt of this signed document, I will file a copy with the
Idaho Public Utilities Commission (!PUC), return a copy to you for your records and retain a copy for Idaho
Power records.
In filing the copy with the !PUC I will include a cover letter advising them of our agreement to extend and ask
that if they require any additional information or processes to notify Idaho Power.
Sincerely,
12 f.�· �iidy C. Allphin
Idaho Power Company
Agreed, Understood and Accepted
Signature
Name I Title
Date
Manager
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
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·:;: [ii Idaho Power company - -
�H N�U 2� rr1 3 oe
S E Hazelton A, LP.
c/o Sithe Energies USA, Inc
135 East 57th Street - 23rd Floor
New York, NY 10022
RE: Hazelton A Hydro Project
Gentlemen:
BOX 70 * BOISE, IDAHO 83707
November 21 , 1991
D
Idaho Power has reviewed the material enclosed with Sandra Manilla's letter of
October 8, 1991 and Jeff Bowman's letter of November 7, 1991 and hereby confirms
that it complies with the requirements of the Agreement for the above referenced
project as outlined in my Notice of September 13, 1991.
If you have any questions on the above, please do not hesitate to contact me.
Sincerely, asa�
John Ferree
Administrator of
Customer Generation
JF/ekg
c: R W Stahman/Legal File
Scott Woodbury - IPUC
Jeff Bowman
Sithe Energies USA, Inc
1230 Columbia Street, Suite 500
San Diego, CA 92101-3543
Idaho Power Company
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i1ECEl1•1 .D 0
/!PX 70 * BOISE, IDAHO 83707
. ,, .. ,1,�rlO 1•0t.iLIG October 1, 1991 ur,_/TIES COMMIS::1014
Sw
CERTIFIED MAIL RETURN RECEIPT REQUESTED
S E Hazelton A, L. P.
c/o Sithe Energies USA, Inc
135 East 5 7th Street - 23rd Floor
New York, NY 10022
RE: Hazelton A Hydro Project
Gentlemen:
Enclosed is a letter which I mailed on September 13th to the last address
specified for Notices in the Agreement for the above referenced project. It was
returned to me today by the Post Office as being undeliverable.
If in the future you wish Notices for this project to be sent to the above
address, I would appreciate receiving confirmation of that fact.
Because of the above, Idaho Power believes that the dates shown in my letter
of September 13, 1991 are still applicable to this project.
Sincerely, c}L�
John Ferree
Administrator of
Customer Generation
JF/ekg
Enclosure
c: R W Stahman/Legal File
Scott Woodbury - IPUC
BOX 70 * BOISE, IDAHO 83707
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Idaho Power cornpanv ---· -·· .. ··--·-··-····-------··---··---- .. --· .. ___ ....... ,.. • �· ··� 4 __ 4 __ ,.... __ ----·-
Idaho POWl!r
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�:.1 SEP 16 AP: .9 lCJ
September 13, 1991
CERTIFIED MAIL RETURN RECEIPT REQUESTED
S E Hazelton A, L. P.
c/o Sithe Energies, USA
885 Third Avenue, Suite 3040
New York, NY 10002
RE: Hazelton A Hydro Project
Dear Gentlemen:
The Firm Energy Sales Agreement (Agreement) for the above referenced project
contains provisions which require that S E Hazelton A, L. P. (Seller) will, within 60
days after the completion of each Contract Year,:
1) Deposit cash in the maintenance escrow account in an amount equal to
2% of the facility's estimated gross income for the ensuing Contact Year,
less an amount equal to the Facility's actual maintenance, repair and
replacement expense (maintenance expenses) incurred during the prior
Contract Year. Paragraph 4.1.7.2
2) Provide Idaho Power with a report prepared by Seller's outside
accountants showing the prior Contract Year's actual maintenance
expenses. Paragraph 4.1. 7 .3
3) Provided Idaho Power with evidence of compliance with the maintenance
escrow account requirements. Paragraph 4.1. 7. 5
4) In any year in which Seller is entitled to provide security in-lieu of
conforming low water insurance coverage, Seller will deposit in the low
water reserve account an amount equal to 2-1 /2 of 1 % of the facility's
estimated gross income for that contract year.
Paragraph 21.3.2.1 (c)(2)
S E Hazelton A, L. P.
Page 2
September 13, 1991
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The date by which the above requirements were to have been met by the Seller
has passed and Idaho Power still has not received any indication form the Seller that
any of the above requirements have been accomplished.
Seller's failure to provide the requirements state above constitutes a default
under ARTICLE XXI of the Agreement for the Hazelton A Hydro Project.
Per Paragraph 21 . 2 Notice, Seller will have 60 days from the date of this notice
to cure the above mentioned defaults. If Seller fails to cure such defaults within 60
days of the date of this notice, Idaho Power will have no choice but to pursue its
remedies, including an action to terminate the Agreement, to specifically enforce the
terms of the Agreement or to recover damages for breach thereof.
If you have any questions on the above, please contact me.
Sincerely,
John Ferree
Administrator of
Customer Generation
JF/ekg
c: R W Stahman/Legal File
Scott Woodbury - IPUC
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FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BYPASS LIMITED
TABLE OF CONTENTS
Article TITLE Page 1 Definitions 1 2 No Reliance on Idaho 3 3 Warranties 4
4 Condition to Interconnection 4
5 Term and Operation Date 5
6 Sale of Net Energy 6
7 Purchase Price and Method of Payment 8
8 Facility and Interconnection 9 9 Disconnection Equipment 10 10 Metering 11 11 Records 13 12 Protection 13 13 Operations 14 14 Indemnification and Insurance 16 15 Land Rights 17 16 Force Majeure 19 17,18 Liability, Obligations 20 19,20,21 Waiver, Choice of Laws, Default, Notice and Liquidated Damages 21 22 Governmental Authorization 23 23 Commission Order 23
24 Successors and Assigns 23 25,26 Modification, Taxes 24 27 Notices 24
28 Additional Terms and Conditions 25 29 Entire Agreement - Signatures 25
Appendix A 28
Appendix B 35 Appendix C 39 Appendix D 40 Appendix E 41
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FIRM ENERGY SALES AGREEMENT
�acility No: 31715126
Project: Bypass
THIS AGREEMENT, entered into on this 1.Uh day of NV\Jernpe(, 1986,
is between BYPASS LIMITED, an Idaho limited partnership (Seller), and IDAHO
POWER COMPANY, a Maine corporation (Idaho) hereinafter sometimes referred to
collectively as "par t i es " or individually as "party."
WITNESS ETH:
WHEREAS, Se 11 er p 1 ans to construct, own and operate an e'l ectri c
generation facility; and
WHEREAS, Seller wishes to sell, and Idaho is legally obligated to
purchase, electric energy from that facility,
THEREFORE, In cons i de ration of the mutua 1 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 11Annual Net Energy" - The amount of Net Energy Seller estimates
it will deliver to Idaho at the Point of Delivery during each Contract Year.
1.2 11Commission11 - The Idaho Public Utilities Commission.
1.3 "Contract Year11 - The period commencing each calendar year on
the same calendar date as the Operation Date and ending 364 days thereafter.
1.4 "Designated Dispatch Facility"
Dispatch Center.
Idaho1s Boise Bench System
1. 5 11Disconnection Equipment" - Any device or combination of devices
located on the interconnection between the Facility and Idaho1s system by which
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Idaho can manually and/or automatically interrupt the flow of power from the
Facility to Idaho1s system. Disconnection Equipment includes such enclosures
or other facilities as may be required to ensure that only Idaho will have
access to the devices.
1.6 1111First Energy Date11 - The date when Seller has been inter-
connected with Idaho1s system and begins delivering electric energy to Idaho
for purposes of demonstrating to Idaho the Facility's degree of completion and
reliability.
1.7 11Facility11 - That electric generation facility described in
Appendix B of this Agreement.
1.8 11Interconnection Facilities11 - All facilities required to be
installed solely to interconnect and deliver energy from the Facility to
Idaho's system including, but not limited to, connection, switching, metering,
relaying, communications and safety equipment.
1.9 11Losses11 - The loss of energy occuring as a result of the
transformation and transmission of energy between the Facility and the Point of
Delivery.
1.10 11Net Energy" - The electric energy produced by the Facility,
less Station Use and less Losses, expressed in kilowatt hours (11kwh11),
delivered to Idaho at the Point of Delivery.
1.11 110peration Date" - The day commencing at 0001 hours, following
the day during which all features and equipment of the Facility have reached a
degree of completion and reliability, such that they are capable of operating
simultaneously to deliver Net Energy continuously into Idaho1s system.
1.12 11Point of Delivery11 - The location specified in Appendix B,
where Idaho1s and Seller1s electrical facilities are interconnected.
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1.12 "Prudent Electrical Practices" - Those practices, methods and
equipment that are commonly and ordinarily used in electrical engineering and
operations to operate electric equipment lawfully and with safety, depend­
ability, efficiency and economy.
1.13 "Scheduled Operation Date11 - The date specified in Appendix B
when Seller anticipates achieving the Operation Date.
1.14 11Season11 - The three periods identified in Article VI.
1. 15 11 Seasona 1 Net Energy" The amounts of Net Energy Se 11 er
estimates it will deliver to Idaho at the Point of Delivery during each Season.
1.16 "Special Facilities" Those additions and alterations to
Idaho's· system which are reasonably required by Prudent Electrical Practices
and the national Electric Safety Code to interconnect the Facility safely to
Idaho's system.
1.17 "Station Use" - Electric energy which is used solely to operate
the Facility's equipment which is auxiliary or directly related to the produc­
tion of electricity and which, but for the generation of electricity, would not
be consumed by Seller.
1. 18 11 Surp 1 us Energy" - Net Energy which is de 1 i vered and accepted
prior to the Operation Date.
ARTICLE II: NO RELIANCE ON IDAHO
2.1 Seller Independent Investigation - Except for the Disconnection
Equipment and any other facilities exclusively within the control of Idaho,
Seller warrants and represents to Idaho that in entering into this Agreement
and the undertaking by Seller of the obligation set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has
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not relied upon the advice, experience or expertise of Idaho in connection with
the transactions contemplated by this Agreement.
2. 2 Se 11 er Independent Experts Except for the Disconnection
Equipment and any other facilities within the exclusive control of Idaho, all
professionals or experts including, but not limited to, engineers, attorneys or
accountants, that Se 11 er 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 Warranty by Idaho - Any review, acceptance or failure to
review Seller's design, specifications, equipment or facilities shall not be an
endorsement or a confirmation by Idaho, and Idaho 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 Qualifying Facility Status - Seller warrants that the Facility
is a "qualifying facility," as that term is used and defined in 18 CFR, Part
292. Seller will take such steps as may be required to maintain the Facility's
"qualifying facility" status during the term of this Agreement.
ARTICLE IV: CONDITIONS TO INTERCONNECTION
4.1 Prior to the First Energy Date and as a condition of inter­
connecti on with Idaho, Seller shall:
4.1.1 Submit proof to Idaho that all licenses, permits or approvals
necessary for Seller's operations have been obtained from applicable
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federal, state or local authorities, including but not limited to those
licenses, permit or approvals specified in Appendix C;
4.1.2 Make payment to Idaho for all costs of Disconnection Equip­
ment, metering equipment and Special Facilities as provided for in
Appendix B of this Agreement;
4.1.3 Obtain written acceptance from Idaho as provided in paragraph
8.3;
4.1.4 Submit proof to Idaho of all insurance required in Article
XIV;
4.1.5 Demonstrate to Idaho's satisfaction that Seller's Facility has
been completed, and is capable of operating safely to commence deliveries
of electric energy into Idaho's system.
4.1.6 Submit to Idaho a statement from a licensed professional
engineer certifying that the design of and equipment in Seller's Facili­
ties comply with the standards of this Agreement and with Prudent
Electrical Practices.
4.1.7 Obtain written confirmation from Idaho that all conditions to
interconnection have been fulfilled. It is understood that such written
confirmation shall not be unreasonably withheld by Idaho.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Except as provided in Article XXIII, this Agreement shall
become effective on the date first above written, and shall continue in full
force and effect for a period of thirty-five (35) Contract Years.
5.2 Operation Date - The Operation Date may occur only after Seller
has achieved the First Energy Date, and the necessary degree of completion and
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reliability has been demonstrated to Idaho's satisfaction, and Idaho has con-
firmed that satisfaction in writing. Seller shall have the duty to obtain that
confirmation and it will not be unreasonably withheld by Idaho. Prior to the
Operation Date, Seller must provide as-built drawings of the Facility and the
Facility's operating requirements.
ARTICLE VI: SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either
party's performance is prevented by events of force majeure (Artfcle XVI) or
otherwise excused as provided herein, Idaho sha 11 purchase a 11 of the Net
Energy and Surplus Energy delivered by Seller to the Point of Delivery.
6.2 Seasonal Net Energy Amounts - Based on long-term historical
water flow records and average long-term energy estimates based thereon, Seller
estimates that it can deliver Net Energy in the following amounts:
Season 1
Season 2
Season 3
March April May
June July August September
October
November
December
January February
45,000 KWH
2,120,000 KWH
5,218,000 KWH
5,874,000 KWH
6,456,000 KWH
6,147,000 KWH
4,706,000 KWH
2, 101, 000 KWH
711,000 KWH O KWH O KWH O KWH
6.3 Annual Net Energy Amount - The Annual Net Energy shall be
33,378,000 KWH and shall be the sum of the three Seasonal Net Energy amounts
Seller specified above.
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6.4 Normal Water Conditions For hydroelectric generating
facilities, the Net Energy amounts Seller has estimated it can supply are based
upon the anticipated water flows at the Facility. The parties have reviewed
these anticipated water flows and the water records supporting those projected
water flows and have agreed that, for purposes of this Agreement, the projected
water flows used to calculate the Annual Net Energy amount are reasonable and
shall constitute the water flows available to the Facility under "normal'' water
condi ti ens. No 1 ater than 120 days after the Operation Date, Se 11 er wi 11
install such water flow measuring equipment as is reasonably required to permit
the parties to monitor the water flows at the Facility site. Se 11 er wi 11
operate and maintain this water flow measuring equipment and will perform such
other water flow analyses as may be required to carry out the provisions of
21. 2.1.
6.5 Net Energy Changes - If, during the first three Contract Years,
as a result of some action by Seller (for example, procurement of additional
long-term water or other fuel supplies, or installation of larger or more
efficient generating equipment), Seller is able to permanently increase the
amount of annua 1 Net Energy de 1 i vered to Idaho by more than 25% above the
amount specified in paragraph 6. 3 above, Idaho shall purchase this increased
amount of Net Energy under the terms and conditions of this Contract except
that the price paid to Seller for the increased increment of Net Energy shall
not be determined in accordance with paragraph 7.1 of this Agreement, but
instead will be priced at the firm energy rate in effect at the time of such
increase for a contract term equa 1 in length to the period commencing in the
year of the Net Energy increase and ending in the year in which this Agreement
expires. After the first three Contract Years, the 25% amount referred to
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above shall be reduced to 10% or, at the option of Seller, shall be sold
separately to Idaho as Annual Net Energy under a separately negotiated agree-
ment.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT; ADJUSTMENT OF PURCHASE PRICE
7.1 Net Energy Purchase Price - The price to be paid to Seller for
Net Energy which is not Surplus Energy wi 11 be the sum of the fo 11 owing
payments:
7.1.1 Base Payment -
Season 1
Season 2
Season 3
30. 1 Mi 11 s/KWH
48.1 Mi 11 s/KWH
40. 0 Mi 11 s/KWH
7.1.2 Adjustable Payment - In addition to the Base Payment specified
in paragraph 7.1.1, Idaho shall pay to Seller an Adjustable Payment of 5.2
mills per kilowatt hour for Net Energy delivered and accepted in Season 1 and
8. 4 mi 11 s per KWH for Net Energy delivered and accepted in Season 2 and 7. 0
mills per KWH for Net Energy delivered and accepted in Season 3. The Adjust-
able Payment shall be subject to change pursuant to Commission Order at such
time as Idaho's retail rates are revised by Commission Order.
7.2 Surplus Energy Purchase Price - Surplus Energy will be purchased
at the non-firm avoided energy rate in effect at the time of delivery. This
rate is calculated monthly and is filed with the Commission.
7.3 Continuing Jurisdiction of the Commission - This agreement is a
special contract and as such, the rates, terms and conditions contained in this
Agreement wi 11 be cons t rued in accordance with Idaho Power Company v. Idaho
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Public Utilities Comm'n and Afton Energy, Inc, 107 Idaho 781, 693 P2d 427
(1984), Idaho Power Company v. Idaho Public Utilities Comm'n, Idaho
695 P2d 1261 (Idaho 1985), Idaho Power Company v. Idaho Public Utilities Comm'n
and Afton Energy, Inc, ( Id Sup Ct Case No 16067), Section 210 of the Public
Utilities Regulatory Policies Act of 1978 and 18 CFR §292.303-308.
ARTICLE VIII: FACILITY AND INTERCONNECTION
8.1 Design of Facility - Seller shall design, construct, install,
own, operate and maintain the Facility. The Facility shall be designed and
constructed so as to allow safe, reliable delivery of electric energy to
Idaho's system.
8.2 Interconnection Facilities - Except for the Special Facilities,
metering equipment and Disconnection Equipment specified in Appendix B, Seller
shall construct, install, own, and maintain all Interconnection Facilities.
Seller will pay all costs of interconnecting the Facility with Idaho.
8.3 Idaho Review - To assure the Facility and Seller-furnished
Interconnection Facilities are of suitable size and are compatible with Idaho's
system, Seller shall submit the designs, plans, specifications and performance
data for the Facility and Seller-furnished Interconnection Facilities to Idaho
for review. Idaho shall, in writing and in conformance with paragraph 4.1.3,
notify Seller of its acceptance and confirmation of system compatibility or
conversely, notify Seller, in writing, of any changes which, consistent with
Prudent Electrical Practices, Idaho determines are necessary to assure the safe
delivery of electric energy from the Facility to Idaho's system.
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ARTICLE IX: DISCONNECTION EQUIPMENT
9.1 Disconnect Equipment - Idaho will, at Seller's expense, provide,
install, own, operate, and maintain all Disconnection Equipment. At Seller's
request, Idaho will provide Seller with the general specifications and an
itemization by category of the costs of such Disconnection Equipment. Idaho
will establish the settings of Disconnection Equipment to disconnect auto­
matically from the Facility for the protection of Idaho's system and personnel
consistent with Prudent Electrical Practices. Upon Se 11 er' s request, Idaho
will notify Seller as to the original setting and any adjustments thereof.
Except as otherwise re qui red by Prudent El ectri ca 1 Practices, Disconnection
Equipment will be designed so that the closure of any breaker or other dis­
connecting device which connects the Facility to Idaho's system shall be
controlled by equipment which will perform the following:
(1) Automatically monitor the status of the e 1 ectri ca 1 system on
Idaho's side of the disconnecting device; as to voltage and frequency; and
(2) Prohibit closure or reconnection until voltage and frequency
have been within approved limits for a continuous period of not less than five
minutes; and
(3) Operate so that if Idaho's system is de-energized within ten
seconds after closure of the disconnecting device, the disconnecting device
will immediately open and not close again until Idaho has been satisfied that
Idaho can safely reclose the Disconnecting Equipment.
9.2 Security of Disconnect Equipment - The Disconnection Equipment
will be located in an enclosure secured by a lock or otherwise secured in a
manner designed to ensure that only Idaho's authorized personnel will have
access to the disconnecting devices.
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9.3 Remote Disconnection - Other Disconnection Equipment, including
equipment which will provide Idaho1s operating personnel with the ability to
remotely control and monitor the status of the breaker or other disconnecting
device by radio or hard-wire circuit between the Facility and the Designated
Dispatch Facility may be specified by Idaho when, in Idaho1s reasonable judg­
ment, such equipment is required by Prudent Electrical Practices. Seller
recognizes that such remote control equipment may not initially be required by
Idaho, but at such time as operating conditions on Idaho1 s system djctate,
Idaho will install this remote control equipment at Seller1s expense. If
Seller disputes Idaho1s determination that the installation of such remote
Disconnection Equipment is required, such dispute shall be· submitted to the
Commission for resolution.
9.4 Interference with Disconnection Equipment - If Seller attempts
to modify, adjust or otherwise interfere with the Disconnection Equipment or
its enclosure, such action shall constitute an event of default pursuant to
Article XXL
ARTICLE X: METERING
10.1 Metering - Idaho shall, for the account of Seller, provide,
install, and maintain required metering equipment to be located at a mutually
agreed upon location to record and measure power flows to Idaho in accordance
with the standards set forth in Appendix A. If required by Idaho, metering
will also include measurement of kilovar-hours in a manner agreed to by both
parties. All meter equipment, installation, ownership, and administration
costs therefor, shall be borne by Seller, including costs incurred by Idaho for
inspecting and testing such equipment at reasonable intervals at Idaho1s actual
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cost of providing this equipment and services. The point of metering shall be
at the 1 ocat ion described in Appendix B. A 11 meters used to determine the
billing hereunder shall be sealed and the seals shall be broken only upon
occasions when the meters are to be inspected, tested or adjusted.
10.2 Meter Inspection - Idaho shall inspect and test all meters upon
their installation and at least once every four years thereafter. If requested
by Seller, Idaho shall make a special inspection or test of a meter and Seller
shall pay the reasonable costs of such special inspection. Both parties shall
be notified of the time when any inspection or test shall take place, and each
party may have representatives present at the test or inspection. If a meter·
is found to be inaccurate or defective, it shall be adjusted, repaired, or
rep 1 aced, at Idaho Is expense, in order to pro vi de accurate metering. If a
meter fails to register, or if the measurement made by a meter during a test
varies by more than two percent from the measurement made by the standard meter
used in the test, adjustment to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual
period during which inaccurate measurements were made. If the actual period
cannot be determined, corrections to the payments will be based on the shorter
of (1) a period equal to one-half the time from the date of the last previous
test of the meter to the date of the test which established the inaccuracy of
the meter; or (2) six (6) months.
10.3 Telemetry - Metering, communications and telemetry equipment
which will be capable of providing Idaho with continuous instantaneous
telemetry of net generation to Idaho's designated dispatch facility may be
specified by Idaho when, in Idaho's reasonable judgment, such equipment is
required by Prudent Electrical Piactices. Seller recognizes that such
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telemetry equipment may not initially be required by Idaho, but at such time as
operating conditions on Idaho's system dictate, Idaho will install, operate and
maintain this telemetry equipment at Seller's expense. If Seller disputes
Idaho's determination that the installation of such telemetry equipment is
required, such dispute shall be submitted to the Commission for resolution.
ARTICLE XI: RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility
or such other location mutually acceptable to the parties, adequate metering
arid re 1 ated power production records, in a form and content recommended by
Idaho.
11.2 Inspection - Either party, after reasonable notice to the other
party, shall have the right, during normal business hours, to inspect and audit
any or all such metering and related power production records pertaining to
Seller's account.
ARTICLE XII: PROTECTION
12.1 Seller shall construct, operate and maintain the Facility and
Seller-furnished Interconnection Facilities in accordance with Appendix A,
Prudent Electrical Practices, the National Electric Safety Code and any other
applicable local, state, and federal codes. If, in the reasonable opinion of
Idaho, Seller's operation of the Facility or Interconnection Facilities is
unsafe or may otherwise adversely affect Idaho's equipment, personnel, or
service to its customers, Idaho may physically interrupt the flow of energy
from the Facility or take such other reasonable ·steps as Idaho deems appro­
priate. Except in the case of an emergency, Idaho wi 11 attempt to notify
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Seller of such interruption prior to its occurrence as provided in paragraph
13.8. Seller shall provide and maintain adequate protective equipment suffi­
cient to prevent damage to the Facility and Seller-furnished Interconnection
Facilities.
ARTICLE XIII: OPERATIONS
13.1 Emergency Conditions - Se 11 er agrees that in the event of and
during a period of a shortage of power on Idaho's system as declared by Idaho
in its reasonable discretion, Seller shall, at Idaho's request and within the
limits of reasonable safety requirements as determined by Seller, use its best
efforts to provide requested Net Energy, and sha 11 , if necessary, delay any
scheduled shutdown of the Facility.
13.2 Communications - Idaho and Seller shall maintain appropriate
operating communications through Idaho's Designated Dispatch Facility, and
Seller shall report to Idaho at the times and in the manner set forth in
Appendix A.
13.3 Energy Acceptance - Idaho shall be excused from accepting and
paying for Net Energy de 1 i vered by Se 11 er to the Point of De 1 i very under the
following circumstances:
13.3.1 If it is prevented from doing so by an event of force
majeure.
13.3.2 If Idaho determines that curtailment, interruption or
reduction of Net Energy deliveries is necessary because of line construc­
tion or maintenance requirements, emergencies, operating conditions on its
system, or as otherwise required by Prudent Electrical Practices. If, for
reasons other than an event of force majeure, Idaho requires such a
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• •
curtailment, interruption or reduction of Net Energy deliveries for a
period that exceed twenty days beginning with the twenty-first day of such
interruption, curtailment or reduction, Seller will be deemed to be
delivering Net Energy at a rate determined by dividing the Annual Net
Energy amount by 8760 hours. Idaho will notify Seller when the interrup­
tion, curtailment or reduction is terminated.
13.4 Voltage Levels - Seller shall use its best efforts to minimize
voltage swings and to maintain voltage levels acceptable to Idaho. Idaho may,
upon one hundred eighty (180) days' notice to Seller, change ,ts nominal
operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho's expense, Seller's
equipment as necessary to accommodate the modified nomi na 1 operating voltage
1 evel.
13. 5 Generator Ramping - Idaho sha 11 have the right to specify the
rate that generation is changed at startup, during nor�al operation or
following reconnection to Idaho's system. Generation ramping may be required
to permit Idaho's voltage regulation equipment time to respond to changes in
power fl ow.
13.6 Scheduled Maintenance - Seller shall submit a proposed mainte­
nance schedule for each ca 1 endar year on or before the preceding February 1,
and Idaho and Seller shall mutually agree as to the acceptability or unaccept­
ability of the proposed date(s). The parties' determination as to the
acceptability of Seller's timetable for scheduled maintenance will take into
consideration Prudent Electrical Practices and neither party shall unreasonably
withhold its acceptance of the proposed date for scheduled maintenance.
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13. 7 Maintenance Coordination - The parties shal 1, to the extent
practical, coordinate their respective line and Facility maintenance schedules
such that they occur simultaneously.
13.8 Contact Prior to Curtailment - Idaho will make a reasonable
attempt to contact Seller prior to exercising its rights to curtail, interrupt
or reduce de 1 i veri es from Se 11 er. Se 11 er understands that in the case of
emergency circumstances, no notice will be given to Seller prior to interrup­
tion, curtailment, or reduction.
ARTICLE XIV: INDEMNIFICATION AND INSURANCE
14.1 Indemnification - Each party shall agree to hold harmless and
to indemnify the other party, its officers, agents, 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 party1s
construction, ownership, operation or maintenance of, or by failure of, any of
such party1s works or facilities used in connection with this Agreement. The
indemnifying party shall, on the other party1s request, defend any suit
asserting a claim covered by this indemnity. The indemnifying party shall pay
all costs that may be incurred by the other party in enforcing this indemnity.
14.2 Insurance - During the term of this agreement, Seller shall
secure and continuously carry:
14. 2.1 Comprehensive General Liability Insurance for both bodily
injury and property damage equivalent to the amount of $1,000,000 combined
single limit. Such insurance shall:
(a) include an endorsement naming Idaho as an add it i ona 1 insured
insofar as work performed under this agreement is concerned; and
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• •
(b) include a provision stating that such liability policies shall
not be canceled or their limits of liability reduced without thirty
(30) days' written notice to Idaho.
14.2.2 Valued Loss of Income Insurance covering, at a minimum, the
perils of fire, extended coverage, vandalism and malicious mischief,
earthquake and flood and loss arising out of accidents to boilers and/or
pressure vessels and mechanical and electrical breakdown coverage for
turbines and generators. Such policies shall:
(a) be in amounts equal to the repayment amounts shown in· Appendix D
that would be owed to Idaho pursuant to paragraph 21.2.
(b) include a provision stating that this policy shall not be
canceled or the limits reduced without thirty (30) days' written
notice to Idaho.
(c) include Idaho as an additional insured and loss payee.
14.2.3 Seller to Provide Copies of Policies of Insurance - It.
is a requirement of this contract that a certified copy of the original
policies and all endorsements be furnished Idaho as soon as reasonably
possible.
ARTICLE XV: LAND RIGHTS
15.1 Seller to Provide Access - Seller hereby grants to Idaho for the
term of this Agreement all necessary rights of way and easements to install,
operate, maintain, replace, and remove Idaho's metering equipment, Discon­
nection Equipment and other Special Facilities necessary or useful to this
agreement, inc 1 udi ng adequate and continuing access rights on property of
Seller. Seller warrants that it has procured sufficient easements and rights
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of way from third parties so as to provide Idaho with the access described
above. All documents granting such easements or rights of way shall be subject
to Idaho's approval and in recordable form.
15.2 Use of Public Rights-of-Way - The parties agree that it is
necessary to avoid the adverse environmental and operating impacts that would
occur as a result of duplicate electric lines being constructed in close
proximity. Therefore, subject to Idaho's compliance with paragraph 15.4,
Seller agrees that should Seller seek and receive from any local, state or
federal governmental body the right to erect, construct and maintain Seller­
furnished Interconnection Facilities upon, along and over any and all public
roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho of such public right-of-way for
construction and/or maintenance of electric distribution and transmission
facilities and Idaho may claim use of such public right-of-way for such pur­
poses at any time. Except as required by paragraph 15.4, Idaho shall not be
re qui red to compensate Se 11 er for exercising its rights under this paragraph
15.2.
15.3 Joint Use of Facilities - Subject to Idaho's compliance with
paragraph 15.4, Idaho may use and attach its distribution and/or transmission
facilities to Seller's Interconnection Facilities, may re-construct Seller's
Interconnection Facilities to accommodate Idaho's usage or Idaho may construct
its own distribution or transmission facilities along, over and above any
public right-of-way acquired from Seller pursuant to paragraph 15.2, attaching
Seller's Interconnection Facilities to such newly constructed facilities.
Except as required by paragraph 15.4, Idaho shall not be required to compensate
Seller for exercising its rights under this paragraph 15.3.
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15.4 Conditions of Use - It is the intention of the parties that the
Seller be left in substantially the same condition, both financially and
electrically, as Seller existed prior to Idaho's exercising its rights under
this Article XV. Therefore, the parties agree that the exercise by Idaho of
any of the rights enumerated in paragraphs 15.2 and 15.3 shall: (1) comply
with all applicable laws, codes and Prudent Electrical Practices, (2) Equitably
share the costs of installing, owning and operating jointly used facilities and
rights of way. If the parties are unable to agree on the method of appor­
tioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the parties,
and (3) shall provide Seller with an interconnection to Idaho's system of equal
capacity and durability as existed prior to Idaho exercising its rights under
this Article XV.
ARTICLE XVI: 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 which,
despite the exercise of due diligence, such party is unable to foresee, prevent
or overcome, including but not limited to an act of God, fire, flood, explo­
sion, strike, sabotage, an act of the public enemy, civil or military
authority, court orders, laws or regulations, insurrection or riot, an act of
the elements or lack of precipitation resulting in reduced water flows for
power production purposes. 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:
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(1) The non-performing party sha 11, as soon as is reasonably pos­
sible after the occurrence of the event of 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
causing the suspension of performance and which could and should have been
fully performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LIABILITY; DEDICATION
Nothing in this Agreement shall be construed to create any duty to,
any standard of care with reference to, or any liability to any person not a
party to this Agreement. No undertaking by one party to the other under any
provision of this Agreement shall constitute the dedication of that party's
system or any portion thereof to the other party or to the public, nor affect
the status of Idaho as an independent public utility corporation, or Seller as
an independent individual or entity.
ARTICLE XVIII: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise,
the duties, obligations and liabilities of the parties are intended to be
several and not joint or collective. Nothing contained in this Agreement shall
ever be construed to create an asso:iation, trust, partnership, or joint
venture or impose a trust or partnership duty, obligation or liability on or
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with regard to either party. Each party shall be individually and severally
liable for its own obligations under this Agreement.
ARTICLE XIX: WAIVER
19.1 Any waiver at any time by either party of its rights with
respect to a default under this Agreement, or with respect to any other matters
arising in connection with this Agreement, shall not be deemed a waiver with
respect to any subsequent default or other matter.
19.2 Idaho is presently challenging, before the Federal Energy
Regulatory Commission C1FERC11), FERC1s failure to properly examine the need for
the power to be produced by small power production facilities when FERC issues
1 i censes under the Federa 1 Power Act. If Se 11 er has received a 1 i cense from
FERC for this Facility, execution of this Agreement by Idaho shall not be
construed by Seller as a waiver by Idaho of Idaho's right to challenge FERC1s
issuance of Seller's license before the FERC, or in the courts, and Idaho
expressly reserves any and all legal or administrative rights it may have with
respect to such challenge.
ARTICLE XX: CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with
the laws of the State of Idaho.
ARTICLE XX!: DEFAULT, NOTICE AND LIQUIDATED DAMAGES
21.1 Notice - In the event either party defaults in the performance
of any of the terms or conditions of this Agreement, the nondefaul ting party
shall cause notice in writing to be given to the defaulting party, specifying
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the manner in which such default occurred. If the defaulting party shall fail
to cure such default within the 30 days after service of such notice, then, and
only then, may the nondefaulting party pursue any remedy which it may have in
law or equity, including an action to terminate this Agreement, to enforce the
terms of this Agreement, or to recover damages for breach thereof. This
article shall not be construed as restricting in any way Idaho's rights under
Article XII, or paragraph A-4.1 of Appendix A to immediately interrupt flows of
energy from the facility to Idaho's system.
21. 2 Li qui dated Damages. The parties agree that the amount of the
payment which Idaho is to make to Seller is based on the agreed value to Ida�o
of Se 11 er Is performance of its ob 1 i gat ion to ,provide Net Energy as set out in
Article VI for .the full term of the Agreement. The parties further agree that
if Idaho does not receive such full performance (1) Idaho shall be deemed
damaged by reason thereof, (2) it would be impractical or extremely difficult
to fix the actual damages to Idaho resulting therefrom, (3) the payments as
provided below are in the nature of adjustments in Net Energy prices and
1 i qui dated damages and not a penalty, and are a reasonab 1 e attempt by the
parties to estimate a fair compensation to Idaho for the reasonable losses that
would result from such total or partial default.
21.2.1 Failure to Deliver for Term of Agreement - If, at any
time prior to the end of the term of the Agreement, Seller permanently
curtails in whole or in pa rt its deliveries of the Annual Net Energy
amount Seller shall pay to Idaho, as Idaho's sole and exclusive remedy for
damages arising out of this permanent curtailment of Net Energy
deliveries, the appropriate lump sum repayment amount specified in
Appendix D, multiplied by the difference in megawatt-hours between the
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annual Net Energy amount specified in paragraph 6.3 and the reduced Annual
Net Energy amount. This payment amount will bear interest from sixty (60)
days after Idaho receives notice of Seller's permanent reduction of the
annual Net Energy amount, until paid, at a rate equal to the average of
the prime interest rates of the Idaho First National Bank in effect during
each month of that period. For purposes of this paragraph, reduced
deliveries of Net Energy due to below-normal water conditions (paragraph
6.4) shall not be considered a permanent curtailment.
ARTICLE XXII: GOVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental
agencies having control over either party or this Agreement.
ARTICLE XXIII: COMMISSION ORDER
This Agreement shall not become effective until the Commission
approves a 11 terms and provisions hereof without change or condition and
declares that all payments to be made hereunder shall be allowed as prudently
incurred expenses for ratemaking purposes. If the Commission has not approved
this Agreement within 60 days of its submission, then either party may termi­
nate this Agreement by giving written notice to the other within 30 days after
said 60-day approval period has expired.
ARTICLE XXIV: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto, save that no assignment hereof by Seller shall become
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effective without the written consent of Idaho being first obtained. Such
consent shall not be unreasonably withheld. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and
remedies available to it under law or contract. Idaho shall have the right to
be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXV: MODIFICATION
No modification to this Agreement shall be valid unless it is in
writing and signed by both parties.
ARTICLE XXVI: TAXES
26.1 Each party agrees to pay its own federal and state taxes on its
share of income attributable to the parties' performance of this Agreement, and
any other tax, including any tax in the nature of an excise tax.
26.2 Each party shall pay before delinquency all ad valorem 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 XXVII: NOTICES
All written notices under this Agreement shall be directed as
fo 11 ows, and sha 11 be considered de 1 i vered when deposited in the U S Mai 1 ,
first-class postage prepaid, as follows:
To Seller: Bypass Limited c/o William Kriegel, President Sithe-Energies U.S.A 885 Third Avenue, Suite 1700 New York, NY 10022-4802
-24-
To Idaho:
•
Vice President, Power Operations
Idaho Power Company
PO Box 70
1220 Idaho Street
Boise, Idaho 83707
•
ARTICLE XXVIII: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached
hereto and included by reference:
Appendix A
Appendix B
Appendix c Appendix D
Appendix E
Standards for Interconnection and Metering
Special Facilities, Point(s) of Delivery and Metering, and Operation Date Schedule of Required Licenses and Permits Lump Sum Payment
Operating Instructions
ARTICLE XXIX - ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties con­
cerning 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
By���U«�
'ceresiden - Planning; Resources and Rates
Dated ----------------------�
11 Idaho"
-25-
I I - 14 , 6>G
•
Dated:
-26-
•
11Seller11
•
STATE OF IDAHO )
) SS
County of Ada )
•
On this � day of rJod�mbQ c , 1986, before me, the undersigned, a Notary Public, personally appeared J W MARSHALL, personally known, who being duly sworn, did say that he is the Vice President - Planning Resources and Rates of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL)
STATE OF NEW YORK / . J I County of t..;.:.1..v l.1_,,·...I ..
)
) SS
)
Notary Public for Idaho
Residing at Boise, Idaho
' f 9 On this I l K-· day of /1., �J .. /,,..,....__..,fv_ , 1986, before me, the
undersigned, a Notary Public, personally appeared WILLIAM KRIEGEL, personally known, who being duly sworn, did say that he is the President of the corpora­ tion who executed the within instrument, and. acknowledged to me that he executed the same as the free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL) Notary Public for New Yor� Residing at: ·· - .! · ·.'
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·,' ·/
: I I' I ',; . ., .
• •
APPENDIX A
STANDARDS FOR INTERCONNECTION AND METERING
A-1 GENERAL PROVISIONS
A-1.1 It is the policy of Idaho to permit Seller to operate its Facility in
parallel with Idaho's electric system, whenever this can be done without
adverse effect to Idaho's equipment, personnel or other customers
A-1.2 These guidelines contain the minimum metering, interconnection, protec­
tion, operation, and communications requirements for the safe· and effective
parallel operation of Seller's Facility with Idaho's system. Although these
guidelines are established to provide a uniform approach for evaluating
Seller• s generation projects, each interconnection must be examined by Idaho
individually. Idaho and the Seller will be guided by this document, which is a
part of the Finn Energy Sales Agreement, in planning an interconnection between
Idaho's system and the Seller.
A-1.3 Idaho may provide limited technical assistance for Seller, but will not
perform any engineering, construction or repair work on power production
equipment.
A-2 GENERAL DESIGN CONSIDERATIONS
A-2.1 All Seller generators larger than 20 KVA shall be three-phase generators
connected to three-phase circuits unless otherwise approved by Idaho. Gen­
erators 20 KVA and smaller may be either three-phase or single-phase, depending
on system considerations.
Due to physical limitations within Idaho's transmission and distribution
systems, induction machine sizes will be limited to confine voltage flicker
within acceptable limits. Each generation site is unique and Idaho will
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• •
determine the appropriateness of any proposed machine type for the site and
interconnection.
A-2.2 Except in certain instances to be determined by Idaho, Seller's gen­
erator(s) shall be isolated from Idaho's system by a transformer. The Seller
may be required to limit the fault current contribution to Idaho's system by
generator impedence, neutral grounding or other means.
A-2.3 Idaho will not assume any responsibility for protection of the Seller's
generator or of any other portion of the Seller's electrical equipment. The
Seller is fully responsible for protecting his equipment from faults or dis­
turbances on Idaho's system.
A-2.4 Seller is hereby notified that certain conditions on Idaho's system may
cause negative sequence currents to flow in the Seller's generator. It is the
sole responsibility of the Seller to protect his equipment from excessive
negative sequence currents, reverse power flow, and single phasing.
A-3 METERING REQUIREMENTS
A-3.1 Unless otherwise agreed by the Parties, metering will be provided for
recording net output of the Facility and will be separate from any metering of
Seller's load. Metering required will be determined by Idaho on a case-by-case
basis, but will generally follow the guidelines below:
A-3.1.1 Capacity Under 750 KW - Two kilowatt-hour/demand meters; one measuring
power flow into customer's facilities and one measuring power flow into Idaho's
system.
A-3.1.2 Capacity of 750 KW to 4999 KW - A bi-directional, electronic meter
installation with load profiling and communication port capability will be
· installed, and connected to the project voice communications circuit. An
electro-mechanical KWH backup meter will also be installed.
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A-3.1.3 Capacity of 5000 KW and Above - A bi-directional, electronic meter
installation with load profiling and communication port capability will be
installed, and connected to the voice communications circuit. An electro­
mechanical KWH backup meter will also be installed. In addition, a watt
transducer, all necessary telemetry and communication equipment and a dedicated
voice qua 1 i ty unconditioned data 1 i ne wi 11 be i nsta 11 ed to pro vi de continuous
instantaneous telemetering of net generation to Idaho's designated dispatch
facility.
A-4 FACILITY PROTECTION
�-4.1 The Seller has full responsibility for the maintenance of his generating
equipment and the equipment protecting the Facility. If, in the opinion of
Idaho, the Seller has failed to provide proper maintenance of the facility or
its protection, and this failure could adversely impact Idaho or other Idaho
customers, Idaho can require the Seller to cease parallel operation.
A-5 SYNCHRONOUS GENERATORS
A-5.1 Idaho or the Seller may specify a governor. If a governor is used, the
governor characteristics shall be capable of adjustment to at least 5 percent
speed droop. The initial droop setting will be to 5 percent. Idaho may
specify changes in the setting within the 5 percent capability.
A-5.2 A check interlock for synchronizing of the Seller's generator is
required.
A-5.3 Synchronous Generators shall be capable of operating continuously at
maximum power output within 5 percent of rated voltage and anywhere within a
power factor range of 90 percent lagging and 95 percent leading.
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• •
Unless otherwise approved by Idaho, synchronous generators sha 11 be
equipped with an excitation system and voltage regulator that are capab 1 e of
automatically controlling generator voltage over the ful 1 range of generator
power and reactive capability. In some cases, depending upon system require­
ments, one or more of the fo 11 owing contro 1 methods may be required, as
specified in Appendix B:
1) a power factor regulator may be required as well as a voltage
regulator.
2) a programmable controller capable of varying the reactive output
based upon a preset time schedule.
3) a remote signal provided by Idaho to adjust the voltage or power
factor regulator settings. Such remote adjustment equipment may not
be initially required, but upon 180 days' prior written notice,
Seller, at its expense, shall provide equipment acceptable to Idaho
to all ow such remote control by Idaho. Idaho wi 11 provide this
remote signal from within Idaho's system and transmit the signal to
the Facility at the Seller's expense, as specified in B-11 of
Appendix B.
The generator excitation system shall have over and under excitation
limiter equipment which will permit voltage regulator action to control the
reactive output within the range of the generator's capability.
The reactive capability of the Facility shall be operated as specified
by Idaho, within the generator reactive capability, to regulate either the
Interconnection voltage or Facility output power factor or both. Idaho will
provide the desired vo 1 tage, power factors, and schedules re qui red by the
Se 11 er to set vo 1 tage regulators, power factor regulators and programmed or
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• •
remote signal controllers. Idaho may change these desired values from time to
time as system requirements change.
If the Facility is not operated to control reactive output in the manner
specified and after notification, the Seller does not make necessary correc­
tions within a reasonable time, a default will be declared pursuant to Article
XX!.
A-6 INDUCTION GENERATORS
A-6.1 Overvoltage can become a serious problem when an induction generator is
isolated to a portion of a transmission or distribution system. Overvoltage
relay shall be provided that will open the generator breaker in the event th�t
the voltage reaches predetermined limits consistent with the overvoltage
capability of the generator and the system. Undervoltage protction may also be
required. On larger units. underfrequency and overfrequency relaying may be
required.
A-6.2 Induction Generators require supplemental reactive support. The total
reactive required is that amount required to correct the Facility to unity
power factor. The reactive may come from either the system or from capacitive
correction at the Facility or both. Idaho will charge the Seller (as specified
in Appendix B) for reactive that is provided from the system.
At some Facilities, because of system considerations, it may not be
practical to provide all of the reactive compensation at the Facility. In
these instances, Idaho shall specify the power factor and compensation
necessary at the Facility.
The Seller will have the option to furnish the reactive compensation
that is required at the Facility. If the Seller furnishes the reactive compen­
sation, the Facility must be operated at a power factor that is within 5
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•
percent of the specified power factor.
•
The Seller must also design the
Facility to avoid possible over-voltage that can occur under certain conditions
when capacitors are applied to the generator terminals.
A-7 DC TO AC CONVERTERS ---
A-7.1 Direct current generators may be operated in parallel with Idaho system
through a synchronous inverter. The inverter i nsta 11 at ion wi 11 be designed
such that an Idaho system interruption will result in the immediate removal of
the inverter power flow to Idaho. Harmonics and/or spurious frequencies
generated by the Se 11 er Is generator-inverter combinations must be 1 i mi ted to
avoid causing any reduction in quality of electric service to Idaho1s other
customers.
A-8 SWITCHING REQUIREMENTS
A-8.1 Idaho reserves the right to open and secure by 1 ock any disconnecting
device without prior notice to Seller for any of the following reasons:
A-8.1.l System emergency.
A-8.1.2 Inspection of the Seller1s Facility protective equipment reveals a
condition which might adversely impact Idaho or Idaho1s other customers.
A-8.1.3 Seller1s generating equipment interferes with other customers, or with
Idaho1s system.
A-8.2 Seller shall maintain a written record of all operating (opening and
closing) by Seller of the Seller1s interconnection with Idaho. Each operation
wi 11 be recorded by the date, hour and minute and wi 11 include the generator
kilowatt hour reading at the time of the operation. This record will be
maintained on a monthly basis and the original will be mailed to Idaho on the
first business day of the f o l l owi nq month. Idaho wi 11 provide the forms
necessary for filing this monthly switching report.
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A-9 GENERATION SCHEDULING AND REPORTING
A-9.1 For installations under 750 KVA, the Seller shall read his generator
kilowatt hour/demand meter within the 24-hour period following 12:00 noon on
the last day of each month. That kilowatt hour meter reading is to be recorded
on the monthly switching report that is mailed to Idaho.
A-9.2 For installations 750 KVA and above, see Appendix E attached hereto.
A-9. 3 The written record of the end-of-month meter reading on the monthly
switching report, subject to subsequent review and correction by Idaho, will be
the basis of payment for energy purchased by Idaho from the Seller. An adjust­
ment in the kilowatt hours delivered will be made to compensate for the losses
in B-6.
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APPENDIX B
SPECIAL FACILITIES, POINTS OF DELIVERY AND METERING,
AND OPERATION DATE
BYPASS LIMITED
B-1 DESCRIPTION OF FACILITY
The Seller's Facility is described as three generators with nameplate
ratings of 3320 KW each at 4160 volts, three phase, 60 hertz, driven by
Kaplan bulb turbines.
B-2 LOCATION OF FACILITY
The Facility is located in the NE Quarter of Section 13, Township 10
South, Range 20 East, Boise Meridian, Jerome County, Idaho.
B-3 SCHEDULED OPERATION DATE
Seller has selected May 1, 1988, as the Scheduled Operation Date and
April 1, 1988, as the First Energy Date. In making these selections,
Seller recognizes that to allow for adequate testing of the Facility's
degree of completion and reliability, it must achieve its First Energy
Date at least thirty (30) days prior to the Operation Date. Idaho, based
on the information supplied by Seller, will schedule its construction so
that all Special Facilities, Disconnection Equipment and metering equip­
ment will be completed in time so as not to delay Seller's achieving the
First Energy Date. However, if Seller fails to pay the costs specified in
B-ll below at the time specified therein, or materially changes the
specifications or design of the Facility or Seller-furnished Intercon­
nection Facilities from what was previously provided to Idaho, Idaho may
be required to reschedule its construction of these facilities which could
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• •
adversely impact Seller's ability to achieve its scheduled First Energy
Date.
B-4 FAILURE TO ACHIEVE OPERATION DATE
If Seller has not achieved the Operation Date within eleven (11) months of
the Scheduled Operation Date, such failure shall be deemed to be an event
of default pursuant to Article XX!.
B-5 POlNT OF DELIVERY
The Point of Delivery of Energy from the Seller to Idaho will be the
138,000 volt bushings of the transformer bank. The 11,000 KVA transformer
bank wi 11 be a three phase bank, 4160 vo 1 ts to 138, 000 volts, connecte_d
delta on the low voltage side and grounded wyee on the high voltage side.
The bank wi 11 be 1 ocated approximately 50 feet from the generator, and
will be owned and maintained by the Seller.
B-6 LOSSES
Until modified by mutual agreement, losses shall be set at 2.00% of the
metered energy delivered. When Seller has supplied Idaho with the data
needed to properly analyze the Losses associated with the Facility, Idaho
and Seller will review that data and re-set the loss factor for the
Facility. If the parties are unable to agree, they will submit the
dispute to the Commission for resolution.
B-7 METERING
The metering equipment will be on the 4160 volt side of the transformer
bank, and will consist of potential and current transformers, a scientific
Columbus JEM 2 electronic bi-directional demand meter, and an electro­
mechanical backup meter. The meter installation will have load profiling
and communication port cap ab i 1 ity and wi 11 be connected to the project
-36-
• •
voice communications circuit. The telemetry equipment will include a watt
transducer, a 11 necessary telemetry and communication equipment and a
dedicated voice quality unconditioned data line which will be installed to
provide continuous instantaneous telemetering of net generation to Idaho1s
designated dispatch facility. Metering and telemetry equipment will be
owned and maintained by Idaho, with total cost of purchase, installation,
operation, and maintenance, including communications line lease cost and
administrative cost to be reimbursed to Idaho by the Seller.
B-8 SPECIAL FACILITIES
The construction of approximately 300 feet of 138,000 volt transmission
line, and the installation of two 138,000 volt sectionalizing switches
will be provided by Idaho as Special Facilities. The total cost of these
Special Facilities will be reimbursed to Idaho by the Seller.
B-9 REACTIVE POWER
The Seller shall operate the synchronous generator within plus or minus 5%
of unity power factor unless Idaho specifies other operating guidelines.
B-10 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller1s Facility
will be disconnected from Idaho1s system in the event of a disturbance on
either Idaho1s system or the Seller1s Facility. This equipment is for the
protection of Idaho1s equipment only and will be located at the Point of
Delivery. Idaho will supply a three phase gang operated 138,000 volt
disconnect swi tch for mounting on the deadend structure, a 138, 000 volt
potential transformer, a 138,000 volt circuit switcher, a current trans­
former to be installed in the transformer neutral, a relay cabinet
containing relays and associated wiring and logic, and a battery cabinet.
-37-
• •
Seller will install all Idaho supplied equipment, and all wiring and
conduit necessary for the operation of the interconnection equipment.
Idaho will supply details for the interconnection panel and will connect
and test the equipment prior to operation of the Facility. Seller will
provide drawings of the interconnection wiring for engineering approva 1
before installation. The total cost of the Disconnection Equipment,
connection and testing will be reimbursed to Idaho by the Seller.
B-11 COSTS
The total cost of transmission Special Facilities is $54,894. · The total
cost of the Metering Equipment is $9,698. The total cost of the telemetry
equipment is $8,238. In addition, there will be a monthly charge for the
communication circuit lease cost associated with the telemetry equipment.
The communications circuit lease is $208 per month as of the date of this
agreement. Seller recognizes that the monthly communications circuit
charge may be adjusted by Idaho as the cost to Idaho is by the owner of
the communications circuit. The total cost of the Disconnection Equipment
is $81,644. The total cost to be paid to Idaho by the Seller is $154,474,
less the $1,000 Application Fee. This represents the amount that will be
charged by Idaho if the Seller makes the payment on or before November 5,
1986. If the Seller does not make this payment by the specified date, the
amount will be subject to adjustment by Idaho. Idaho will not schedule
construction or order Special Facilities which are not ordinarily main­
tained in Idaho's inventory until payment has been made. In addition, to
the installation and construction charges above, during the term of the
Agreement, Seller will pay Idaho an operation and maintenance charge of
0. 7% per month times the total amount specified above. The monthly
-38-
'
• •
operations and maintenance charge may be adjusted during the term of the
Agreement to reflect changes in the costs upon which the charge is based.
Idaho will maintain on file with the Commission a schedule showing the
cost components and calculation of the monthly operation and maintenance
charge.
B-12 SALVAGE
No later than sixty (60) days after the termination or expiration of this
Agreement, Idaho will prepare and forward to Seller an estimate of the
remaining value of those Idaho Power furnished Interconnection Facilities
described in this Appendix, less the cost of removal and transfer to
Idaho's nearest warehouse, if the Interconnection Facilities will be
removed. If Seller elects not to retain ownership of the Interconnection
Facilities but instead wishes that Idaho purchase such facilities from
Seller at the net salvage value, Idaho may then be invoiced by Seller for
the net salvage value estimated by Idaho for the Interconnection
Facilities and shall pay such amount to Seller within thirty (30) days
after receipt of said invoice. Seller shall have the right to offset the
invoice amount against any present or future payments due Idaho.
-39-
• •
APPENDIX C
SCHEDULE OF REQUIRED LICENSES AND PERMITS
1. Evidence of compliance with Part 1 of the Federal Power Act. Acceptable
evidence of compliance will be an Order from FERC: (1) issuing a valid
License for the Facility, or (2) validly exempting the Facility from
Licensing.
2. Permit for the appropriation of water for power production purposes issued
" by the Idaho Department of Water Resources.
3. Evidence of compliance with Subpart B of CFR §292.707.
-40-
•
APPENDIX D
•
LUMP SUM REFUND PAYMENT FOR PERMANENT CURTAILMENT
OF PORTION OR ALL OF ANNUAL NET ENERGY AMOUNT UNDER 35-YEAR CONTRACT DOLLARS PER ANNUAL MEGAWATT HOUR
Contract Year of Curtailment
Commencement
1 2 3
4
5
6
7
8
9
10 11
12
13 14
15
16
17
18 19
20 21
22
23
24 25 26
27
28 29
30 31 32 33
34 35
Facility Operation Date
1987*
25
60
90
130
170 215
265
320
345
360 375
390
405
420 435
445
460
470
475
485 490 490
490
485
480
465
450
425
395 355
310 250
180
100
0
* Lump Sum Refund Payment Schedules for Facility Operation Dates
beginning in 1988 are identical to 1987.
-41-
•
APPENDIX E
•
OPERATING INSTRUCTIONS FOR PLANTS OVER 750 KW
1. Prior to initial start-up at least one day i.!! advance� Project shall:
A. Provide Idaho Power's system dispatching facility with an estimate of the hourly generation that is expected to be produced during the first scheduled test day. The phone number for System Scheduling to report the estimate is listed below.
B. Notify the Division Substation Supervisor of project start up plans.
The phone number is listed below.
C. The kWh meter should be read and entered on the Monthly Power Pro­
duction and Switching Report (Form No: Cogen CAD-A-1).
2. Before 10:00 Am on each normal work day, after the initial start-up, the
Project wi 11 report to the System Scheduling Office the previous day Is actual generation based upon midnight to midnight meter readings and the
estimate of generation planned for the following day or days. The phone
number to report the actual generation and scheduling estimate is listed below. Note that the System Scheduling number is answered only between the hours of 8 AM to 5 PM Mountain Time, on weekdays and that generation
estimates must be provided for weekend days and holidays.
3. Each time the generator breaker is closed or opened (including testing and normal operation), Idaho Power's System Dispatchers must be notified by phone as soon as possible. Prompt reporting is very important. The System Dispatch Center is manned 24 hours a day, 7 days a week, and the
phone number is listed below.
4. In addition to promptly notifying the System Dispatchers, the record of
each breaker opening and closing must be entered on the Monthly Power Production and Switching Report mentioned in 1-C above.
5. At the end of each month, the Monthly Powr Production and Switching Report
will be mailed to the Vice President, Power Plant Construction and
Operations, Idaho Power Company, PO Box 70, Boise, Idaho 83707.
6. For questions or problem concerning:
Power Scheduling:
System Dispatching:
-42-
[phone]
[phone]
• ••
Metering: Meter Engineer - Boise [phone]
or
Division Metering Supervisor
Payette [phone], ext 284 Boise [phone], ext 2026 Twin Falls [phone], ext 284 Pocatello [phone], ext 7771
Substations: Division Substation Supervisor
Billing:
Contracts:
Payette Boise Twin Falls Pocatello
Power Accounting - Boise
[phone]
John Ferree - Boise [phone]
[phone], ext 262 [phone], ext 2064
[phone], ext 237 [phone], ext 7774
7. Toll free numbers for Operating Reporting:
In-State: System Scheduling
System Dispatching
Out-of-State: System Scheduling
System Dispatching
-43-
1-800-635-1093
1-800-635-7348
1-800-356-4328
1-800-348-4328
• •
APPENDIX A
STANDARDS FOR INTERCONNECTION AND METERING
A-1.1 of Idaho to permit Se 11 er to operate its Facility in
parallel with I aho1s electric system, whenever this can be done without
adverse effect personnel or other customers
A-1.2 minimum metering, interconnection, protec-
tion, nications requirements for the safe and effective
parallel operation of Sellers Facility with Idaho1s system. Although these
guidelines are established to provide a uniform approach for evaluating
Seller1s generation projects, each interconnection must be examined by Idaho
individually. Idaho and the Seller wil be guided by this document, which is a
part of the Firm Energy Sales Agreement, in planning an interconnection between
Idaho1s system and the Seller.
A-1.3 Idaho may provide limited technical assis ance for Seller, but will not
perform any engineering, construction or repair work on power production
equipment.
A-2 GENERAL DESIGN CONSIDERATIONS
A-2.1 All Seller generators larger than 20 KVA shall be thr�e-phase generators
connected to three-phase circuits unless otherwise approved by Idaho. Gen­
erators 20 KVA and smaller may be either three-phase or single-phase, depending
on system considerations. \
Due to physical limitations within Idaho's transmission and distribution
systems, induction machine sizes will be limited to confine voltage flicker
within acceptable limits. Each generation site is unique and Idaho \Jill
-28-
• • FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BYPASS LIMITED
TABLE OF CONTENTS
Article TITLE Page
1 Definitions 1 2 No Reliance on Idaho Power 4
3 Warranties 4
4 Conditions to Interconnection 5 5 Term and Operation Date 11
6 Sale of Net Firm Energy 12
7 Purchase Price and Method of Payment 14
8 Facility and Interconnection 16
9 Disconnection Equipment 16
10 Metering 18
11 Records 20
12 Protection 20
13 Operations 21
14 Indemnification and Insurance 23
15 Land Rights 27
16 Force Majeure 29
17 Liability; Dedication 30
18 Several Obligations 30
19 Waiver 30
20 Choice of Laws 31
21 Disputes, Default, Notice and Liquidated Damages 31
22 Governmental Authorization 38
23 Commission Order 39
24 Successors and Assigns 39
25 Modification 39
26 Taxes 39
27 Notices 40
28 Additional Terms and Conditions 41
29 Entire Agreement - Signatures 41
Appendix A 44 Appendix B 51
Appendix C 56
Appendix D 57
Appendix E 58 Appendix F 60
•
THIS AGREEMENT,
� Facility No: 31715128
Project: Hazelton A
APPROVED PER COMMISSION
ORDER NO. 22326.
FIRM ENERGY SALES AGREEMENT �""1' ,gd. ,,,-Z«.., MyrnJ. Walters
Commission Secretary
entered into on this
/�of �v� , 1988,
is between BYPASS LIMITED, a California limited partnership (Seller), and IDAHO
POWER COMPANY, a Maine corporation (Idaho Power) hereinafter sometimes referred
to collective-ly as "par t tes" or individually as "party. 11
WITNESS ETH:
WHEREAS, Seller plans to construct, own and operate an electric
generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power has been ordered by
the Commission to agree to purchase electric energy from that facility.
THEREFORE, In cons i de rat ion of the mutua 1 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 11 Annua 1 Net Fi rm Energy11 - The amount of Net Fi rm Energy Se 11 er
estimates it will deliver to Idaho Power at the Point of Delivery during each
Contract Year.
1.2 11Commission11 - The Idaho Public Utilities Commission.
1.3 "Contract Year11 - The period commencing each calendar year on
the same ca 1 endar date as the Opera ti on Date and ending 364 days thereafter.
1.4 11Designated Dispatch Facility11
System Dispatch Center.
Idaho Power's Boise Bench
• •
1.5 "Disconnection Equipment" - Any device or combination of devices
located on the interconnection between the Facility and Idaho Power1s system by
which Idaho Power can manually and/or automatically interrupt the flow of power
from the Facility to Idaho Power1s system. Disconnection Equipment includes
such enclosures or other facilities as may be required to ensure that only
Idaho Power will have access to the devices.
1.6 "First Energy Date" - The date when Seller has been inter­
connected with Idaho Power's system and begins delivering electric energy to
Idaho Power for purposes of demonstrating to Idaho Power the Facility's degree
of completion and reliability.
1.7 11Facility11 - That electric generation facility described in
Appendix B of this Agreement.
1.8 11Interconnection Facilities" - All facilities required to be
installed solely to interconnect and deliver energy from the Facility to Idaho
Power's system including, but not limited to, connection, switching, metering,
relaying, communications and safety equipment.
1.9 11Losses11 - The loss of energy occuring as a result of the
transformation and transmission of energy between the Facility and the Point of
Delivery.
1.10 "Net Fi rm Energy'1 The electric energy produced by the
Facility, less Station Use and less Losses, expressed in kilowatt hours
(11KWH11), which Seller commits to deliver to Idaho Power at the Point of
Delivery on a long-U!rm average basis for the full term of the Agreement.
1.11 "Operation Date11 - The day commencing at 0001 hours, fo 11 owing
the day on which the Facility demonstrates that it has been completed and
-2-
• •
reached a degree of reliability such that it is capable of delivering Net
Energy continuously into Idaho Power's system.
1.12 "Point of Delivery" - The location specified in Appendix B,
where Idaho Power's and Seller's electrical facilities are interconnected.
1.13 "Prudent Electrical Practices" - Those practices, methods and
equipment that are commonly and ordinarily used in electrical engineering and
operations to operate electric equipment lawfully and with safety, depend­
ability, efficiency and economy.
1.14 "Scheduled Operation Date" - The date specified in Appendix B
when Seller anticipates achieving the Operation Date.
1.15 11Season11 - The three periods identified in Article VI.
1.16 "Seasonal Net Firm Energy" - The amounts of Net Firm Energy
Seller estimates it will deliver to Idaho Power at the Point of Delivery during
each Season.
1.17 "Special Facilities" - Those additions and alterations to Idaho
Power's system which are reasonably required by Prudent Electrical Practices
and the national Electric Safety Code to interconnect the Facility safely to
Idaho Power's system.
1. 18 11 Station Use" - Electric energy which is used so 1 e ly to operate ·
the Facility's equipment which is auxiliary or directly related to the produc­
tion of electricity and which, but for the generation of electricity, would not
be consumed by Seller.
1.19 "Surplus Energy" Electric energy which is delivered and
accepted prior to the Operation Date or which Seller does not commit to provide
on a long-term average basis for the full term of the Agreement.
-3-
• •
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Except for the Disconnection
Equipment and any other facilities exclusively within the control of Idaho
Power, Seller warrants and represents to Idaho Power that in entering into this
Agreement and the undertaking by Seller of the obligation set forth herein,
Seller has investigated and determined that it is capable of performing here­
under and has not relied upon the advice, experience or expertise of Idaho
Power in connection with the transactions contemplated by this Agreement.
2. 2 Se 11 er Independent Experts Except for the Disconnection
Equipment and any other facilities within the exclusive control of Idaho Power,
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 Warranty by Idaho Power - Any review, acceptance or failure
to review Seller's design, specifications, equipment or facilities shall not be
an endorsement or a confirmation by Idaho Power, and 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 Qualifying Facility Stattjs - Seller warrants that the Facility
is a "qualifying facility," as that term is used and defined in 18 CFR, Part
292. Seller will take such steps as may be required to maintain the Facility's
"qualifying facility" status during the term of this Agreement.
-4-
• •
3.3 FERC License. - Seller warrants that Seller possesses a valid
1 i cense or exemption from 1 i cens i ng from the Federal Energy Regulatory Com­
mission (FERC) for the Facility. Seller recognizes that Seller's possession
and retention of a valid FERC license or exemption is a material part of the
consideration for Idaho Power's execution of this Agreement. Seller will take
such steps as may be required 'to maintain a valid FERC license or exemption for
the Facility during the term of this Agreement, and Seller's failure to main­
tain a valid FERC license or exemption will be an event of default.
ARTICLE IV: CONDITIONS TO INTERCONNECTION
4.1 Prior to the First Energy Date and as a condition of inter­
connection with Idaho Power, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or
approvals necessary for Seller's operations have been obtained from
applicable federal, state or local authorities, including but not limited
to, those licenses, permits or approvals specified in Appendix C.
4.1.2 Submit to Idaho Power an opinion of counsel signed by an
attorney admitted to practice and in good standing in the State of Idaho
certifying as follows:
(1) That Seller has obtained the necessary licenses, permits
and approvals required by paragraph 4.1.1;
(2) That the attorney has reviewed the approved Application for
Permit to Appropriate Water referred to in Appendix C;
(3) That downstream of the Facility, there are existing,
non-condemnable senior water rights sufficient to ensure the availability
-5-
• •
of the water rights applied for in the Application for Permit to
appropriate water referred to in Appendix C;
(4) That the non-condemnable water rights described in (3)
above are senior to the Facility's requested water rights and are not
dependent on inflows be 1 ow Se 11 er' s Point of Diversion specified in the
Application for Permit to Appropriate Water ref erred to in Appendix C.
(5) That the attorney has read Commission Order No 21690 and it
is his l ega 1 opinion that Se 11 er possesses water rights that do not
require the application by Idaho Power of the "K" factor described in said
Order.
4.1.2.1 The opinion of counsel required in 4.1.2 above
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 Power1s acceptance of the form will
not be unreasonably withheld.
4.1. 3 Make payment to Idaho Power for all costs of Discon­
nection Equipment, metering and telemetry equipment and Special Facilities
as provided for in Appendix B of this Agreement;
4.1.4 Obtain written acceptance from Idaho Power as provided in
paragraph 8.3;
4.1. 5 Submit written proof· to Idaho Power of all insurance
required in Article XIV;
4.1.6 Demonstrate to Idaho Power's satisfaction that Seller's
Facility has been completed, and is capable of operating safely to
commence deliveries of electric energy into Idaho Power's system;
-6-
• •
4.1.7 Demonstrate to Idaho Power's satisfaction that the Seller
has es tab 1 is hed a maintenance reserve account in a form and with a fund
holder which complies with Commission Order Nos 21690 and 21800. Said
maintenance reserve account shall be structured and funded as follows:
4.1. 7.1 The escrow instructions establishing the mainte­
nance escrow account will provide that the funds in the maintenance
escrow account wi 11 be prudently invested and that a 11 costs of
imp 1 ement i ng and operating the maintenance escrow account sha 11 be
paid by the Seller. All interest earned on the funds on deposit will
be retained in the maintenance reserve account. At the end of the
term of this Agreement, any balance remaining in the maintenance
reserve account shall be the property of the Seller.
4.1.7.2 Within 60 days after the completion of each
Contract Year, the Seller will deposit cash in the maintenance escrow
account in an amount equal to 2% of the Facility's estimated gross
income for the ensuing Contract Year, less an amount equal to the
F ac i 1 i ty I s actua 1 maintenance, repair and rep 1 acement expense
(maintenance expenses) incurred during the prior Contract Year.
4.1.7.3 At the time Seller makes the deposit described in
paragraph 4.1. 7. 2, Se 11 er wi 11 provide both the Escrow Manager and
Idaho Power with a report prepared by Se 11 er' s outside accountants
showing the prior Contract Years actual maintenance expenses,
identified by appropriate FERC maintenance account number, and the
estimate of the Facility's gr9ss income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting that estimate of gross income.
-7-
• •
4.1.7.4 If at any time it appears that the maintenance
expense for that Contract Year will exceed 2% of the Facility's
estimated gross income for that Contract Year, the Seller may request
that the Escrow Manager re 1 ease funds from the maintenance escrow
account in an amount sufficient to pay the anticipated additional
maintenance expenses. The request must include documentation
supporting the Seller's projection of excess maintenance expense,
identified by appropriate FERC maintenance account number, and such
documentation shall be submitted to both the Escrow Manager and Idaho
Power. Following receipt of the request and documentation, the
Escrow Manager, shall, within five working days, release the required
funds to Se 11 er.
4.1.7.5 At the end of each Contract Year, Seller will
provide Idaho Power with evidence of compliance with the maintenance
escrow account requirements set out in this Agreement and Commission
Order Nos 21690 and 21800. This evidence of compliance will be
provided in a manner and form acceptable to Idaho Power. The mainte­
nance reserve fund wi 11 be subject to the lien rights described in
4.1. 8 below.
4.1.8 Provide Idaho Power with acceptable lien rights. It is
recognized and agreed that for Idaho Power's lien rights to be acceptable,
Idaho Power will have, subject to the lien rights of Seller's construction
and permanent financing lender, such rights as may be necessary to allow
Idaho Power to expeditiously assume ownership and operation of the
Facility, including any Seller-owned Interconnection Equipment or other
appurtenances if Seller fails to cure any default in accordance with
-8-
• •
paragraph 21.2 of the Agreement. Acceptable lien rights will conform to
Commission Order Nos 21690 and 21800 and may inc 1 ude, but wi 11 not be
limited to, title insurance, mortgage(s), deed(s) of trust, lease assign­
ment(s), assignment(s) of contract rights, and lease(s), the FERC license,
or exemption from 1 i cens i ng, water rights, other governmental permits,
rights-of-way, subordination agreements, funds held in escrow in which
Seller has an interest and that relate to the operation of the Facility,
and other reasonable security arrangements consistent with the Se 11 er' s
construction and final permanent financing. All lien rights will be in a
form acceptab 1 e to Idaho Power. Acceptance of 1 i en rights wi 11 not be
unreasonably withheld.
4.1.8.1 Idaho Power's lien rights will be superior and
senior to all liens other than those mortgages and/or other security
agreements securing the construction and permanent loan financing for
the Facility.
4.1.8.2 Other than the liens described herein, Seller will
not a 11 ow any 1 i ens or encumbrances of any nature whatsoever to be
placed on the Facility. If any such unpermitted lien or encumbrance
is placed on the Facility, Seller will provide Idaho Power a bond or
insurance sufficient to secure its discharge.
4.1.8.3 As soon as practicable, Seller will provide
Idaho Power, for Idaho Power's review and approval, drafts of all
mortgages and/or other security agreements that Seller intends to use
to secure the permanent loan financing for the Facility. Idaho Power
must notify Seller of its acceptance or rejection of the draft
-9-
• •
financing submittal in writing no later than thirty days from Idaho
Power Is receipt thereof. If Idaho Power does not object within such
thirty-day period, it wi 11 be deemed to have approved the draft
financing submittal. Seller will not materially alter any provision
of the final financing documents directly affecting Idaho Power's
lien rights from that approved in draft form. As soon as practicable
thereafter, but not later than six (6) months after the Operation
Date, Seller shall provide Idaho Power with copies of the permanent
financing documents in their final executed form. Idaho Power shall
have 14 days after such final documents are delivered to review them
for the purpose of determining whether any provision directly
affecting its second lien rights have been materially changed from
the draft documents previously provided. If Idaho Power does not
object within such 14 day period, it will be deemed to have approved
the documents. When the permanent financing documents have been
delivered to Idaho Power in their final, executed form, the same
sha 11 not be amended, modified, or extended, and no refinancing of
any nature beyond that allowed pursuant to Paragraph 4.1.8.5 shall be
undertaken. In no event will the amount of the first mortgage lien
or any replacement first mortgage lien exceed $18,000,000.
4.1.8.4 During the time period between the First Energy
Date and Idaho Power Is approva 1 of the permanent 1 oan financing
documents pursuant to tile p,-evi ous subparagraph, Idaho Power sha 11
pay Se 11 er for a 11 energy delivered at the Surplus Energy Purchase
Price as provided for in Paragraph 7.2 herein. Once the final
financing documents are approved by Idaho Power pursuant to the
-10-
• •
previous subparagraph, Idaho Power will retroactively pay Seller for
all energy delivered by Seller from the First Energy Date at the rate
specified in Paragraphs 7.1 and 7.1.2 herein, less the amounts
actually paid Seller at the rate specified in Paragraph 7.2.
4.1.8.5 Seller may incur replacement first mortgage liens
against the Facility in accordance with this subparagraph. Replace­
ment first mortgage 1 i ens sha 11 not be in an amount exceeding the
unpaid balance of the replaced mortgage. The Seller shall not, incur
replacement liens except to obtain lower rates of interest, to
provide for the long-term refinancing of the construction loans for
the Facility, to finance the rep 1 acement or repair of equipment
associated with the Facility, or to cure default by the Seller.
Replacement mortgages will be subject to Idaho Power's prior consent,
which consent will not be unreasonably withheld.
4.1. 9 Obtain written confirmation from Idaho Power that all
conditions to interconnection have been fulfilled. It is understood that
such written confirmation shall not be unreasonably withheld by Idaho
Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Except as provided in Article XXIII, this Agreement shall
become effective on the date first above written, and shall continue in full
force and effect for a period of twenty (20) tontract rears.
5.2 Operation Date - The Operation Date may occur only after Seller
has achieved the First Energy Date, and the necessary degree of completion and
reliability has been demonstrated to Idaho Power's satisfaction, and Idaho
-11-
• •
Power has confirmed that satisfaction in writing. Seller shall have the duty
to obtain that confirmation and it will not be unreasonably withheld by Idaho
Power. Prior to the Operation Date, Seller must provide the following:
(1) As-built drawings of the Seller-furnished Interconnection
Equipment, and
(2) Executed Certification of Design Engineer, Engineer's
Certification of Design & Construction Adequacy, and Engineer's Certification
of Operations and Maintenance Policy as described in Commission Order No 21690.
These certificates wi 11 be in the form specified in Appendix F, but may be
modified to the extent necessary to recognize the different engineering
disciplines providing the certificates.
ARTICLE VI: SALE OF NET FIRM ENERGY
6.1 Delivery and Acceptance of Net Firm Energy - Except when either
party's performance is prevented by events of force majeure (Article XVI) or
otherwise excused as provided herein, Idaho Power shall purchase all of the Net
Firm Energy and Surplus Energy produced by the Facility and delivered by Seller
to the Point of Delivery.
6.2 Seasonal Net Firm Energy Amounts - Based on long-term historical
water flow records and average long-term average energy production estimates
based thereon, Seller estimates that it can deliver Net Firm Energy in the
55,894 KWH
1,844,320 KWH
4,470,136 KWH
4,848,324 KWH
5,541,807 KWH
5,236,000 KWH
3,910,854 KWH
June July
August
September
Season 2
Season 1
following monthly amounts:
March
April
May
-12-
Season 3
•
October November December January February
•
1,853,226 KWH
653,870 KWH
O KWH O KWH O KWH
6.3 Annual Net Firm EnergY Amount - The Annual Net Firm Energy shall
be 28,414,431 KWH and shall be the sum of the three Seasonal Net Firm Energy
amounts Seller specified above.
6.4 Normal Water Conditions - The Net Firm Energy amounts Seller has
estimated it can supply are based upon the anticipated long-term average water
flows at the Facility. The parties have reviewed these anticipated water
flows, Seller's water right filings and the water records supporting those
projected water flows and have agreed that, for purposes of this Agreement, the
projected water flows used to calculate the Annual Net Firm Energy amount in
paragraph 6.3 are reasonable and shall constitute the water flows available to
the Facility under "normal" water conditions. No later than 120 days after the
Operation Date, Seller will install such water flow measuring equipment as is
reasonably required to permit the parties to monitor the water flows at the
Facility site. Seller will operate and maintain this water flow measuring
equipment and will perform such other water flow analyses as may be required to
carry out the provisions of Article XXI.
6.5 Net Firm EnergY Changes -
6.5.1 Increased Generation Capability - If, at any time during the
term of this Agreement, as a result of some action by Seller, i e, procurement
of additional long-term water supplies or improvements to the efficiency of the
i nsta 11 ed generating equipment, Se 11 er - intends to permanently increase the
amount of Annual Net Firm Energy from the Facility above the amount specified
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in paragraph 6.3 above, Seller will promptly notify Idaho Power of that intent.
If Idaho Power concurs that Seller is capable of actually providing such
increased Net Fi rm Energy, Idaho Power wi 11 have the option to purchase this
increased amount of Net Firm Energy in accordance with either of the following
a 1 ternat i ves: (1) the purchase wi 11 be under the same terms and conditions of
this Agreement except that the rate for the incremental increase of Net Firm
Energy shall not be the rate in paragraph 7.1 of this Agreement, but instead
wi 11 be priced at the appropriate firm energy rate in effect at the ti me of
such increase; or (2) the purchase will be made under a separately negotiated
agreement. The choice of purchase alternative will be Idaho Power's.
6.5.2 Subsequent Determination that Facility Capacity Exceeds Ten
Megawatts - Cogeneration and small power production facilities with a capacity
larger than 10 MW are not entitled to the rates contained in this Agreement.
The rates, terms and conditions of this Agreement are premised on Seller's
representation that the capacity of the Facility is not larger than 10 MW. If,
at any time, the Facility's capacity actually exceeds 10 MW, Idaho Power will
notify Seller and the Commission and provide them with the information which
supports that determination.
If the Commission determines that the Faci 1 ity' s capacity actually
exceeds 10 MW, then this Agreement will be modified by the Commission.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT; ADJUSTMENT OF PURCHASE PRICE
7.1 Net Firm Energy Purchase Price - The price to be paid to Seller
for Net Firm Energy will be the sum of the following payments:
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7.1.1 Base Payment -
Season 1
Season 2
Season 3
•
28. 55 Mi 11 s/KWH
45. 67 Mi 11 s/KWH
38. 06 Mi 11 s/KWH
7.1.2 Adjustable Payment - In addition to the Base Payment specified
in paragraph 7.1.1, Idaho Power shall pay to Seller an Adjustable Payment of
3.26 mills per kilowatt hour for Net Firm Energy delivered and accepted in
Season 1 and 5. 21 mills per KWH for Net Fi rm Energy -delivered and accepted in
Season 2 and 4.34 mills per KWH for Net Firm Energy delivered and accepted in
Season 3. The Adjustable Payment shall be subject to change pursuant to
Commission Order at such time as Idaho Power's retail rates are revised by
Commission Order.
7.2 Surplus Energy Purchase Price - Surplus Energy will be purchased
at the non-firm avoided energy rate in effect at the time of delivery. This
rate is calculated monthly and is filed with the Commission.
7.3 Continuing Jurisdiction of the Commission - This agreement is a
special contract and as such, the rates, terms and conditions contained in this
Agreement wi 11 be construed in accordance with Idaho Power Compang v. Idaho
Public Utilities Co111111'n and Afton Energg, Inc, 107 Idaho 781, 693 P2d 427
(1984), Idaho Power Compang v. Idaho Public Utilities CoDD'n, 107 Idaho 1122,
695 P2d 1261 (Idaho 1985), Afton Energg, Inc, v. Idaho Power Compang, 111 Idaho
925, 729 P2d 400 (1986), Section 210 of the. Public Utilities Regulatory
�olicies Act of 1978 and 18 CfR §292.303-308.
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ARTICLE VIII: FACILITY AND INTERCONNECTION
8.1 Design of Facility - Seller shall design, construct, install,
own, operate and maintain the Facility. The Facility shall be designed and
constructed so as to allow safe, reliable delivery of electric energy to Idaho
Power's system.
8.2 Interconnection Facilities - Except for the Special Facilities,
metering and telemetry equipment and Disconnection Equipment specified in
Appendix B, Seller shall construct, install, own, and maintain all Inter­
connection Facilities. Seller will pay all costs of interconnecting the
Facility with Idaho Power.
8.3 Idaho Power Review - To assure the Facility and Seller-furnished
Interconnection Facilities are of suitable size and are compatible with Idaho
Power1s system, Seller shall submit the designs, plans, specifications and
performance data for the Facility and Seller-furnished Interconnection
Facilities to Idaho Power for review. Idaho Power shall, in writing and in
conformance with paragraph 4.1.4, notify Seller of its acceptance and confir­
mation of system compatibility or conversely, notify Seller, in writing, of any
changes which, consistent with Prudent Electrical Practices, Idaho Power
determines are necessary to assure the safe delivery of electric energy from
the Facility to Idaho Power's system.
ARTICLE IX: DISCONNECTION EQUIPMENT
9. 1 Disconnect Egui pment - Idaho Power wi 11 , at Sell er' s expense,
provide, own, operate, and maintain all Disconnection Equipment. At Seller1s
request, Idaho Power will provide Seller with the general specifications and an
itemization by category of the costs of such Disconnection Equipment. Idaho
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Power will establish the settings of Disconnection Equipment to disconnect
automatically from the Facility for the protection of Idaho Power's system and
personnel consistent with Prudent Electrical Practices. Upon Seller's request,
Idaho Power will notify Seller as to the original setting and any adjustments
thereof. Except as otherwise required by Prudent El ectri cal Practices, Dis­
connect ion Equipment wi 11 be designed so that the closure of any breaker or
other disconnecting device which connects the Facility to Idaho Power's system
shall be controlled by equipment which will perform the following:
(1) Automatically monitor the status of the electrical system
on Idaho Power's side of the disconnecting device; as to voltage and frequency;
and
(2) Prohibit closure or reconnection until voltage and
frequency have been within approved limits for a continuous period of not less
than five minutes; and
(3) Operate so that if Idaho Power's system is de-energized
.within 60 seconds after closure of the disconnecting device, the disconnecting
device wi 11 immediately open and not close again until it has been manually
reset and/or Idaho Power can safely reclose the Disconnecting Equipment.
9.2 Security of Disconnect Equipment - The Disconnection Equipment
wi 11 be located in an enclosure secured by a lock or otherwise secured in a
manner designed to ensure that only Idaho Power's authorized personnel wi 11
have access to the disconnecting devices.
9.3 Remote Disconnection - Other Disconnection Equipment, including
equipment which will provide Idaho Power's operating personnel with the ability
to remotely control and monitor the status of the breaker or other discon­
necting device by radio or hard-wire circuit between the Facility and the
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Designated Dispatch Facility may be specified by Idaho Power when, in Idaho
Power's reasonable judgment, such equipment is required by Prudent Electrical
Practices. Seller recognizes that such remote control equipment may not
initially be required by Idaho Power, but at such time as operating conditions
on Idaho Power's system dictate, Idaho Power will install this remote control
equipment at Seller's expense. If Seller disputes Idaho Power's detennination
that the installation of such remote Disconnection Equipment is required, such
dispute shall be submitted to the Convnission for resolution.
9.4 Interference with Disconnection Equipment - If Seller attempts
to modify, adjust or otherwise interfere with the Disconnect ion Equipment or
its enclosure, such action shall constitute an event of default pursuant to
Article XXL
ARTICLE X: METERING
10.1 Metering and Telemetry - Idaho Power shall, for the account of
Seller, provide, install, and maintain required metering equipment to be
located at a mutually agreed upon location to record and measure power flows to
Idaho Power in accordance with the standards set forth in Appendix A. If
required by Idaho Power, metering will also include measurement of kilovar- ·
hours in a manner agreed to by both parties. All meter equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho
Power for inspecting and testing such equipment at reasonable intervals at
Idaho Power's actual cost of providing this equipment and services. The point
of metering shall be at the location described in Appendix B. All meters used
to determine the bi 11 i ng hereunder sha 11 be sea 1 ed and the sea 1 s sha 11 be
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broken only upon occasions when the meters are to be inspected, tested or
adjusted.
10.2 Meter Inspection - Idaho Power shall inspect and test all meters
upon their installation and at least once every four years thereafter. If
requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection.
Both parties shall be notified of the time when any inspection or test shall
take pl ace, and each party may have representatives present at the test or
inspection. If a meter is found to be inaccurate or defective, it sha 11 be
adjusted, repaired, or replaced, at Idaho Power's expense, in order to provide
accurate metering. If a meter fails to register, or if the measurement made by
a meter during a test varies by more than two percent from the measurement made
by the standard meter used in the test, adjustment (either upward or downward)
to the payments Se 11 er has received sha 11 be made to correct those payments
affected by the inaccurate meter for the actual period during which inaccurate
measurements were made. If the actual period cannot be determined, corrections
to the payments will be based on the shorter of (1) a period equal to one-half
the time from the date of the last previous test of the meter to the date of
the test which established the inaccuracy of the meter; or (2) six (6) months.
10.3 Telemetry - Idaho Power will install, operate and maintain at
Seller's expense metering, communications and telemetry equipment which will be
capable of providing Idaho Power with continuous instantaneous telemetry of
Seller's net generation to Idaho Power's Designated Dispatch Facility.
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ARTICLE XI: RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility
or such other location mutually acceptable to the parties, adequate metering
and re 1 ated power production records, in a form and content recommended by
Idaho Power.
11.2 Inspection - Either party, after reasonable notice to the other
party, shall have the right, during normal business hours, to inspect and audit
any or al 1 such metering and related power production records pertaining to
Seller's account.
ARTICLE XII: PROTECTION
12.1 Seller shall construct, operate and maintain the Facility and
Seller-furnished Interconnection Facilities in accordance with Appendix A,
Prudent El ectri ca 1 Practices, the National Electric Safety Code and any other
applicable local, state, and federal codes. 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 physically interrupt the flow of
energy from the Facility or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power wi 11
attempt to notify Se 11 er of such interruption prior to its occurrence as
provided in paragraph 13.8. Seller shall provide and maintain adequate pro­
tective equipment -sufficient to prevent damage to the Facility and Seller­
furnished Interconnection Facilities. In some cases, some of Seller's
protective relays will provide back-up protection for Idaho Power's facilities.
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In that event, Idaho Power will test such relays annually and Seller will pay
the actual cost of such annual testing.
ARTICLE XIII: OPERATIONS
13.1 Emergency Conditions - Seller agrees that in the event of and
during a period of a shortage of power on Idaho Power's system as declared by
Idaho Power in its reasonable discretion, Seller shall, at Idaho Power's
request and within the limits of reasonable safety requirements as determined
by Seller, use its best efforts to provide the requested energy, and shall, if
necessary, delay any scheduled shutdown of the Facility.
13.2 Communications - Idaho Power and Seller shall maintain
appropriate operating communications throu9h Idaho Power1s Designated Dispatch
Facility, and Seller shall report to Idaho Power at the times and in the manner
set forth in Appendix A.
13.3 Energy Acceptance - Idaho Power shall be excused from accepting
and paying for Net Firm Energy delivered by Seller to the Point of Delivery
under the following circumstances:
13.3.1 If it is prevented from doing so by an event of force
majeure.
13.3.2 If Idaho Power determines that curtailment, interruption
or reduction of Net Firm Energy deliveries is necessary because of line
construct ion or maintenance requirements, emergencies, operating condi­
tions on its system, or as otherwise required t>y Prudent Electrical
Practices. If, for reasons other than an event of force majeure, Idaho
Power requires such a curtailment, interruption or reduction of Net Firm
Energy deliveries for a period that exceeds twenty days beginning with the
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twenty-first day of such interruption, curtailment or reduction, Seller
wi 11 be deemed to be delivering Net Fi rm Energy at a rate determined by
dividing the Annual Firm Net Energy amount by 8760 hours. Idaho Power
will notify Seller when the interruption, curtailment or reduction is
terminated.
13.4 Voltage Levels - Seller shall use its best efforts to minimize
voltage swings and to maintain voltage levels acceptable to Idaho Power. Idaho
Power may, upon one hundred eighty (180) days' notice to Seller, change its
nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's
equipment as necessary to accommodate the modified nominal operating voltage
level.
13.5 Generator Ramping - Idaho Power shall have the right to specify
the rate that gene rat ion is changed at startup, during norma 1 ope rat ion or
fo 11 owing reconnection to Idaho Power Is system. Generation ramping may be
required to permit Idaho Power's voltage regulation equipment time to respond
to changes in power flow.
13. 6 Scheduled Maintenance - On or before January 1 of each year,
Se 11 er sha 11 submit a proposed maintenance schedule for that year and Idaho
Power and Se 11 er sha 11 mutually agree as to the acceptabi 1 i ty or unaccept­
abi 1 i ty of the proposed date(s). The parties' determination as to the
acceptability of Seller's timetable for scheduled maintenance will take into
consideration Prudent Electrical Practices and neither party shall unreas�nably
withhold its acceptance of the proposed date for scheduled maintenance.
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13. 7 Maintenance Coordination - The parties shall, to the extent
practical, coordinate their respective line and Facility maintenance schedules
such that they occur simultaneously.
13.8 Contact Prior to Curtailment Idaho Power will make a
reasonable attempt to contact Seller prior to exercising its rights to curtail,
interrupt or reduce de 1 i veri es from Se 11 er. Se 11 er understands that in the
case of emergency circumstances, no notice will be given to Seller prior to
interruption, curtailment, or reduction.
ARTICLE XIV: INDEMNIFICATION AND INSURANCE
14.1 Indemnification - Each party shall agree to hold harmless and
to indemnify the other party, its officers, agents, 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 party's
construction, ownership, operation or maintenance of, or by failure of, any of
such party's works or facilities used in connection with this Agreement. The
indemnifying party shall, on the other party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifying party shall pay
all costs that may be incurred by the other party in enforcing this indemnity.
14.2 Insurance - During the term of this agreement, Seller shall
secure and continuously carry the following insurance coverages:
14.2.1 Comprehensive General Liability Insurance for both
bodily injury and property damage with limits equal to lSX of the total
cost of the Facility, or $1,000,000, whichever is greater, each
occurrence, combined single limit. The deductible for such insurance
shall not exceed 0.5% of the total cost of the Facility.
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14.2.2 Property Insurance for catastrophic perils with minimum
limits not less than 60% of the total cost of the Facility. The Property
Insurance coverage will include:
(a) Standard fire policy.
(b) Extended coverage endorsement.
(c) Vandalism and maliGious mischief endorsement.
(d) Earthquake and flood insurance.
(e) This insurance must be written on a "Rep laceaent cost"
basis.
( f) The deductible for the above Property Insurance coverage
shall not exceed 1.0% of the total cost of the Facility.
14.2.3 · Boiler and Machinery Insurance with minimum limits not
less than 90% of the total cost of the equipment covered in (a) below:
(a) All Boiler and Machinery· coverage must be written on a
"comprehensive form" basis to provide coverage against the sudden and
accidental breakdown of all boilers, machinery and electrical equipment,
turbines, generators, and switchgear.
(b) Coverage under this insurance must be written on a
11Replacement Cost11 basis.
(c) The deductible for this insurance shall not exceed 2.0% of
the total cost of the equipment covered in (a) above.
14.2.4 Business Interruption (Loss of Income) Insurance with
minimum daily limits not le�s than 75% of the Facility's estimated gross
daily revenue and total policy limits not less than 20% of the Facility's
estimated gross annual revenue:
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(a) Coverage will include Seller1s loss of earnings when
business operations are curtailed or suspended because of a loss due to an
insured peril. Coverage may be written on an actual loss sustained basis.
(b) This insurance coverage must be endorsed to the Property
Insurance Policy and the Boiler and Machinery Insurance Policy.
(c) The deductible for this insurance coverage shall not exceed
10 days.
(d) Estimated gross daily revenue and estimated gross annual
revenue shall be computed on the basis of the kilowatt-hour production
estimates contained in paragraph 6.2.
14.2.5 Low Water Insurance:
(a) Low water insurance means insurance which provides coverage
for reduced project revenues resulting from reduced generation due to
water flows at the project being less than the long-term average water
flows established by the parties under Paragraph 6.4.
(b) The annual policy limits shall be not less than 25% of the
estimated gross annual revenue for the Facility.
(c) The deductible for this insurance coverage shall not exceed
10% of the Facility1s estimated gross annual revenue.
(d) The estimated gross annual revenue shall be computed on the
basis of the kilowatt-hour production estimates contained in
paragraph 6.2.
14.2.6 All of the above insurance coverages shall include:
(a) An endorsement namjng- Idaho Power as an additional insured
and loss payee as applicable;
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(b) A provision stating that such policies shall not be
cancelled or their limits of liability reduced without sixty (60) days•
prior written notice to Idaho Power.
(c) In the case of the insurance coverages described in sub­
paragraphs 14.2.1, 14.2.2 and 14.2.3 above, the total cost of the Facility
wi 11 include any Seller-furnished Disconnection Equipment and/or Inter­
connection Facilities. The total cost of the Facility and total cost of
equipment will be adjusted either upward or downward to reflect the
current replacement cost of the Facility or equipment. This adjustment
will be based on the Handy-Whitman Index "cost Trends of Electric Utility
Construction -- Plateau Region" -- "Hydro Production Pl ant" as published
by Whitman, Requardt & Associates, 2315 Saint Paul St, Baltimore, MD
21218. Such adjustment shall be made every fifth Contract Year during the
term of this Agreement. Seller will make these computations and will
expeditiously submit them tc Idaho Power for Idaho Power Is review and
approval.
14.3 Seller to Provide Certificates of Insurance As required in
paragraph 4.1.5 herein and annually thereafter, Seller shall furnish Idaho
Power certificates of insurance, together with the endorsements required
therein, evidencing the coverages as set forth above.
14.4 Seller to Provide Copies of Policies of Insurance - Within 120
days after the Operation Date, and within 90 days of the effective date of any
modifications to the policy, Seller will furnish to Idaho Power a certified
copy of the original of each insurance policy and all endorsements for each of
the insurance coverages described above. In the case of policy renewals,
Seller may provide a certificate from the insurance carrier that there have
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been no changes to the policy in lieu of providing the required certified copy
of the policy.
14.5 Seller to Notify Idaho Power of Lapse of Coverage - If any of
the insurance coverages required by paragraph 14.2 shall lapse for any reason,
Seller will immediately notify Idaho Power in writing. The notice will advise
Idaho Power of the specific reason for the lapse and the steps Seller is taking
to reinstate the coverage.
ARTICLE XV: LAND RIGHTS
15.1 Seller to Provide Access - Seller hereby grants to Idaho Power
for the term of this Agreement a 11 necessary rights of way and easements to
install, operate, maintain, replace, and remove Idaho Power's metering equip­
ment, Disconnection Equipment and other Special Facilities necessary or useful
to this agreement, including adequate and continuing access rights on property
of Seller. Seller warrants that it has procured sufficient easements and
rights of way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights of way shall
be subject to Idaho Power's approval and in recordable form.
15.2 Use of Public Rights-of-Way - The parties agree that it is
necessary to avoid the adverse environmental and operating impacts that would
occur as a result of duplicate electric lines being constructed in close
proximity. Therefore, subject to Idaho Power's compliance with paragraph 15.4,
Seller agrees that should Seller seek and receive from any local, state or
federal governmental body the right to erect, construct and maintain Seller­
furnished Interconnection Facilities upon, along and over any and all public
roads, streets and highways, then the use by Seller of such public right-of-way
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shall be subordinate to any future use by-Idaho Power of such public right­
of-way for construction and/or maintenance of electric distribution and
transmission facilities and Idaho Power may claim use of such public right­
of-way for such purposes at any time. Except as required by paragraph 15.4,
Idaho Power shall not be required to compensate Seller for exercising its
rights under this paragraph 15.2.
15.3 Joint Use of Facilities - Subject to Idaho Power's compliance
with paragraph 15.4, Idaho Power may use and attach its distribution and/or
transmission facilities to Seller's Interconnection Facilities, may
reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission
facilities along, over and above any public right-of-way acquired from Seller
pursuant to paragraph 15.2, attaching Seller's Interconnection Facilities to
such newly constructed facilities. Except as required by paragraph 15.4, Idaho
Power shall not be required to compensate Seller for exercising its rights
under this paragraph 15.3.
15.4 Conditions of Use - It is the intention of the parties that the
Seller be left in substantially the same condition, both financially and
electrically, as Seller existed prior to Idaho Power's exercising its rights·
under this Article XV. Therefore, the parties agree that the exercise by Idaho
Power of any of the rights enumerated in paragraphs 15.2 and 15.3 shall: (1)
comply with all applicable laws, codes and Prudent Electrical Practices, (2)
equitably share the costs of installing, owning and operatfog jointly used
facilities and rights-of-way. If the parties are unable to agree on the method
of apportioning these costs, the dispute will be submitted to the Convnission
for resolution and the decision of the Commission will be bi.nding on the
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• •
parties, and (3) shall provide Seller with an interconnection to Idaho Power's
system of equal capacity and durability as existed prior to Idaho Power
exercising its rights under this Article XV.
ARTICLE XVI: FORCE MAJEURE
As used in this Agreement, "force majeure" or "an event of force
majeure" means any cause beyond the contra 1 of the Se 11 er or of Idaho Power
which, despite the exercise of due diligence, such party is unable to prevent
or overcome, including but not 1 imited to an act of God, fire, flood, explo­
sion, strike, sabotage, an act of the public enemy, civil or military
authority, court orders, laws or regulations, insurrection or riot, an act of
the elements or lack of precipitation resulting in reduced water flows for
power production purposes. 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 sha 11 be excused from whatever performance is
affected by the event of force majeure, provided that:
(1) The non-performing party sha 11, as soon as is reasonably
possible after the occurrence of the event of 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 1 onger duration than is required by the event of force majeure.
(3) No obligations of either party which arose before the
occurrence causing the suspension of performance and which could and should
have been fully performed before such occurrence shall be excused as a result
of such occurrence.
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• •
ARTICLE XVII: LIABILITY; DEDICATION
Nothing in this Agreement shall be construed to create any duty to,
any standard of care with reference to, or any liabi 1 ity to any person not a
party to this Agreement. No undertaking by one party to the other under any
provision of this Agreement shall constitute the dedication of that party's
system or any portion thereof to the other party or to the public, nor affect
the status of Idaho Power as an independent public utility corporation, or
Seller as an independent individual or entity.
ARTICLE XVIII: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise,
the duties, obligations and liabilities of the parties are intended to be
several and not joint or collective. Nothing contained in this Agreement shall
ever be construed to create an association, trust, partnership, 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 XIX: WAIVER
19.1 Any waiver at any time by either party of its rights with
respect to a default under this Agreement, or with respect to any other matters
arising in connection with this Agreement, shall not be deemed a waiver with
Tespect to any subsequent default or other matter.
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ARTICLE XX: CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with
the laws of the State of Idaho.
ARTICLE XXI: DISPUTES, DEFAULT, NOTICE AND LIQUIDATED DAMAGES
21.1 Disputes - All disputes related to or arising under this Agree­
ment, inc 1 udi ng, but not 1 i mi ted to, the interpretation of the terms and
conditions of this Agreement, will be submitted to the Commission for
resolution.
21.2 Notice - In the event either party defaults in the performance
of any of the terms or conditions of this Agreement, the nondefaulting party
shall cause notice in writing to be given to the defaulting party, specifying
the manner in which such default occurred. If the defaulting party shall fail
to cure such default within the 60 days after service of such notice, then, and
only then, may the nondefault i ng party pursue an action to terminate this
Agreement, to enforce the terms of this Agreement, or to recover damages for
breach thereof. This article shall not be construed as restricting in any way
Idaho Power1s rights under Article XII, or paragraph A-4.1 of Appendix A to
immediately interrupt flows of energy from the facility to Idaho Power1s
system.
21. 3 Liquidated Damages - The parties agree that the amount of the
payment which Idaho Power is to make to Seller is based on the agreed value to
Idaho Power of Se11er's perfomance of its obligation to provide Net Firm
Energy as set out in Article VI for the -full term of the Agreement. The Net
Firm Energy amount in Article VI and the resulting Appendix D lump sum
repayment amount may be adjusted from time to time based on the actual
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performance of the Facility. The parties further agree that if Idaho Power
does not receive such full performance (1) Idaho Power shall be deemed damaged
by reason thereof, (2) it would be impractical or extremely difficult to fix
the actual damages to Idaho Power resulting therefrom, (3) the payments as
provided below are in the nature of adjustments in Net Firm Energy prices and
1 i qui dated damages and not a pena 1 ty, and are a reasonab 1 e attempt by the
parties to estimate a fair compensation to Idaho Power for the reasonable
losses that would result from such total or partial default.
21.3.1 Failure to Deliver for Term of Agreement - If, at any
time prior to the end of the term of the Agreement, Seller permanently
curtails in whole or in part its long-term average deliveries of the Net
Firm Energy amount specified in paragraph 6.3, Seller shall pay to Idaho
Power, as damages arising out of this permanent curtailment of Net Firm
Energy deliveries, the appropriate lump sum repayment amount specified in
Appendix 0, multiplied by the difference in megawatt-hours between the
annual Net Firm Energy amount specified in paragraph 6.3 and the reduced
annua 1 Net Fi rm Energy amount after the permanent curtai l11ent. This
payment amount will bear interest from sixty (60) days after Idaho Power
gives or receives notice of Seller's permanent reduction of the annual Net
Firm Energy amount, until paid, at a rate equal to interest rates
specified in Idaho Code §28-22-104 (or its successor Idaho Code provision)
in effect during each month of that period. For purposes of this
paragraph, reduced deliveries of Net firm Energy due to snort-term below­
normal water conditions (paragraph 6.4) shall not be considered a
permanent curtailment.
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21.3.2 Security for Repayment Obligation - During the full term
of this Agreement, Seller will provide Idaho Power with adequate assurance
that Se 11 er wi 11 be ab 1 e to repay the amounts owing Idaho Power under
Article XXI if Seller were to default pursuant to paragraph 21. 3.1. In
accordance with Commission Order Nos 21690 and 21800, and subject to the
provisions of paragraph 21. 2 above, this assurance wi 11 be provided as
follows:
21.3.2.1 Seller shall comply with the provisions of
paragraph 14.2. If Seller fails to comply, such failure will be an
event of default under Article XXI.
(a) In the case of the liability insurance coverage,
(paragraph 14.2.1), a default may only be cured by Seller supplying
evidence that the liability insurance coverage has been replaced or
reinstated.
(b) In the case of Low Water insurance coverage, (para­
graph 14.2.5) if Seller, after the exercise of due diligence, is
unab 1 e to secure 1 ow water insurance coverage which comp 1 i es with
Paragraph 14.2.5, or if the cost of insurance coverage which complies
with Paragraph 14.2.5 exceeds 2.5% of the Facility's projected annual·
average revenue, then the fai 1 ure to provide 1 ow water insurance
shall not be deemed an event of default if Seller provides the
fo 11 owing security in lieu of 1 ow water insurance unt i 1 conforming
low water insurance is available at a price that does not exceed the
percentage amount specified above.
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(c) In lieu security:
Because the Facility is located on the canal system of the
Northside Canal Company and therefore receives the benefits of the
Northside Canal Company's senior water rights and upstream storage,
Idaho Power is willing to permit Seller to establish a Debt Service
Reserve Account until conforming low water insurance becomes avail­
able. Said Debt Service Reserve Account wi 11 be separate from the
maintenance escrow account and shall be structured as follows:
(1) The escrow instructions between the Seller and
the Escrow Manager wi 11 provide that the funds in the Debt
Service Res_erve Account wi 11 be prudently invested and that a 11
costs of setting up and operating the Debt Service Reserve
Account, shall be paid by the Seller. At the end of the term of
this Agreement, or at the end of Seller's obligation to maintain
an escrow account in lien of purchasing low water insurance, any
balance remaining in the Debt Service Reserve Account shall be
released to Seller.
(2) Within 60 days after commencement of a Contract
Year in which Seller is entitled to provide security in-lieu of
conforming 1 ow water insurance coverage, Se 11 er wi 11 deposit
cash in the Debt Service Reserve Account in an amount equal to
2 1/2% of the Facility's estimated gross income for that
Contract Year. Said requirement to deposit 2 1/2% of estimated
gross income for each Contract Year sha 11 cease when the Debt
Service Reserve Account is funded in an amount equal to three
months' debt service on the project, or $250,000, whichever is
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higher. All interest earned on the funds on deposit shall be
retained in the Debt Service Reserve Account. The requirement
that interest earned on funds on deposit in the Debt Service
Reserve Account be retained in that account shall cease once the
Debt Service Reserve Account is fully funded as provided above.
(3) The Escrow Manager wi 11 be instructed to only
release funds from the Debt Service Reserve Account to the
holder of the debt on the Facility. Funds from said account
shall be released only when, and only to the extent that Seller
certifies to the Escrow Manager that the Facility's revenues are
insufficient to satisfy Seller's costs of operating the Facility
and as a result, remaining funds are not sufficient to make debt
service payments on the Facility. For purposes of the Debt
Service Reserve Account, costs for operating the Facility shall
be limited to those costs necessary for the ope rat ion of the
Facility such as taxes, insurance expenses, and other ordinary
and necessary operating expenses. Costs for operating the
Facility shall not include any disbursements which would con­
stitute a profit or return on investment.
(4) When conforming low water insurance has been
purchased, Seller will no longer be required to fund or maintain
said Debt Service Reserve Account.
(d) Fai1UTe to provide conforming low water tnsurance or
to maintain the Debt Service Reserve Account described above, will be
a default which can be cured by reinstatement of the insurance or the
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Debt Service Reserve Account, or by posting liquid security in
accordance with Paragraph 21. 4 in an amount equa 1 to 100% of the
accumulated overpayment amount specified for that year in Appendix D.
21.3.2.2 Every three (3) years for the first twelve (12)
years after the Operation Date, and two (2) years thereafter during
the full term of this Agreement, Seller will supply Idaho Power with
an Ongoing O&M certificate from a Registered Professional· Engineer
licensed in the State of Idaho, which Ongoing o&M certificate shall
be in the form specified in Appendix F. Seller's failure to supply
the required certificate will be an event of default under
Article XXI of the Agreement. Such a default may be cured by Seller
providing the required certificate or by posting liquid security in
accordance with paragraph 21. 4 in an amount equal to 20% of the
accumulated overpayment liability specified for that year in
Appendix D.
21. 3. 2. 3 During the full term of this Agreement, Seller
shall maintain and fund the maintenance reserve account described in
paragraph 4.1.7 and Commission Order No 21690. If at any time Seller
fai 1 s to maintain or fully fund that maintenance reserve account,
such a failure will be default under Article XXI. Such default may
be cured by reinstating the required reserve fund, or by Se 11 er
posting liquid security in accordance with paragraph 21.4 in an
amount �qual to 20% of the accumulcrted overpayment liability
specified for that year in Appendix D.
21.3.2.4 During the full term of this Agreement, Seller
shall maintain compliance with all of the requirements of Idaho
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• •
Power's lien rights described in paragraph 4.1.8 of the Agreement and
Commission Order No 21690. If at any time, Seller fails to comply
with those requirements, in addition to any other remedies available
under this Agreement, Commission Order No 21690, and the lien rights,
Se 11 er wi 11 be required by Idaho Power to post 1 i quid security in
accordance with paragraph 21.4 in an amount equal to 35% of the
accumulated overpayment liability specified for that year in
Appendix D. Seller recognizes that in accordance with Commission
Order No 21690, a default under either or both of paragraphs 21.3.2.2
or 21.3.2.3 constitutes a default under paragraph 21.3.2.4 and in
that event the obligation to post liquid security under para­
graphs 21.3.2.2 through 21.3.2.4 is cumulative.
21.3.2.5 During the full term of this Agreement, Seller
shall maintain compliance with all permits and licenses described in
paragraph 4.1.1 of the Agreement. In addition, Seller will supply
Idaho Power with copies of any new or additional permits or licenses
Se 11 er is required to obtain during the term of this Agreement
including, but not limited to, the Permit to Appropriate Water within
a reasonable time after their issuance. At least every fifth
Contract Year, Se 11 er wil 1 update the documentation described in
Paragraph 4.1.1. If at any time Seller fails to maintain compliance
with the permits and 1 i censes described in paragraph 4.1.1 or to
maintain its wat� rights, or to provide the docWRentation required
by this paragraph, such failure wiJl be a default under Article XXL
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(a) In the case of non-compliance with the required
governmental permits, the default may only be cured by Seller sub­
mitting to Idaho Power evidence of compliance from the penaitting
agency.
(b) In the case of non-compliance with Seller's obligation
to secure and maintain adequate water rights, default may be cured by
Se 11 er reacquiring the required water rights or by posting 1 i quid
security in accordance with paragraph 21.4 in an amount equal to
26. 39% of the accumulated overpayment 1 i abi 1 ity specified for that
year in Appendix D.
21.4 Liquid Security - If, pursuant to this Agreement or Commission
Order No 21690, Seller becomes obligated to post liquid security, such obliga­
tion may be satisfied by Seller1s depositing cash or a cash equivalent
acceptable to Idaho Power, in an escrow to be held and managed by a bank or
savings & loan association located and in good standing in the State of Idaho.
The escrow holder and the escrow instructions will be acceptable to both Idaho
Power and Seller. Payment of all taxes on the amounts deposited in the escrow
will be the obligation of the Seller. The liquid security escrow account will
be maintained separately from the maintenance reserve account described in
paragraph 4.1.7. Failure to maintain and provide the liquid security required
by this Agreement and Commission Order Nos 21690 and 21800 shall be a default
under Article XXI.
ARTICLE XXII: GOVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental
agencies having control over either party or this Agreement.
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•
• •
ARTICLE XXIII: COMMISSION ORDER
This Agreement shall not become effective until the Commission
approves all terms and provisions hereof without change or condition and
declares that all payments to be made hereunder shall be allowed as prudently
incurred expenses for ratemaking purposes.
ARTICLE XXIV: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto, except that no assignment hereof by Seller shall become
effective without the written consent of Idaho Power being first obtained. Such
consent shall not be unreasonably withheld. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and
remedies available to it under law or contract. Idaho Power shall have the
right to be notified by the financing entity that it is exercising such rights
or remedies.
ARTICLE XXV: MODIFICATION
No modification to this Agreement shall be valid unless it is in
writing and signed by both parties.
ARTICLE XXVI: TAXES
26.1 Each party agrees to pay its own federal and state taxes on its
share of income attributable to the parties' performance of this Agreement, and
any other tax, including any tax in the nature of an excise tax.
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• •
26.2 Each party shall pay before delinquency all ad valorem 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.
26.3 The Tax Reform Act of 1986 (Act) specified that Contributions in
Aid of Construction (CIAC) received from customers are taxable income to the
utility. The Act did not, however, specify the definition of a customer.
Accordingly, it is uncertain whether the amounts to be paid by Seller under
Appendix B would be considered CIAC and therefore taxable to Idaho Power.
Idaho Power wi 11 treat the Appendix B amounts received from Se 11 er as a non-
taxable contribution received from a supplier, not a customer, and will defend
this position with the Internal Revenue Service (IRS) should this item be
contested. However, should any amount received from Seller ultimately be
deemed by the IRS to be taxable income to Idaho Power, Seller shall pay Idaho
Power the amount which will fully satisfy Idaho Power's income tax liability
for those amounts calculated using the "net present value method" specified in
IPUC Order No 21933, plus any interest, penalties and/or additional taxes
resulting from such determination by the IRS.
ARTICLE XXVII: NOTICES
All written notices under this Agreement shall be directed as
follows, and shall be considered delivered when deposited in the U S Mail,
first-class postage prepaid, as follows:
To Seller: Bypass Limited c/o Sithe Energies, USA 885 Third Avenue, Suite 3040 New York, NY 10002
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• •
To Idaho Power Sr Vice President, Power Supply Idaho Power Company PO Box 70
1220 Idaho Street Boise, Idaho 83707-0070
ARTICLE XXVIII: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached
hereto and included by reference:
Appendix A
Appendix B
Appendix C Appendix D Appendix E Appendix F
Standards for Interconnection and
Metering
Special Facilities, Point of Delivery
and Metering, and Operation Date Schedule of Required Licenses and Permits Lump Sum Refund Payment Operating Instructions Statements of Professional Engineer
ARTICLE XXIX - ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the parties con-
cerning 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
By e_. � ,6AA �e«_
CE Bissell, Sr Vice President
Power Supply
Dated 1/;i' /i'I I
be execute in their respective names on the dates set forth below:
BYPASS LIMI , .... (a},�t\;&f,. IDAHO POWER COMPANY
\\M\� "y,o..tfflakh.1.p . f" \
"Seller" "Idaho Power"
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• •
[PAGE 42 IS A BLANK PAGE]
-42-
•
STATE OF IDAHO )
) SS County of Ada )
•
On this,'¥,-). day of , 1988, before me, the undersigned, a Notary Public, p sonally appeared CE BISSELL, personally known, who being duly sworn, did y that e is the Sr Vice President - Power Supply of the corporation that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL)
STATE OF � 1t_V l SS
County
of���
)
On this \\o� day of \)tJfir:-\q.,s/ , 19881 before me, the undersigned, a Notary Public, personally appeared Wi 11 i am Kriegel , personally known, who being duly sworn, did say that he is the General Partner of the limited partnership that executed the within instrument, and acknowledged to me that he executed the same as the free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL)
t'/ ', :-'.'1.'. :·::: r-:�CT J;:::,.y f'·. ·,: r, r.�:: ! d N::v, York h,· 0 ... �:.-:·.:.2)
Quo(·li.: .1 ':: .:; • · .: . C·: ·.:�:�· Cr�.'.::-.:-�-:·::� .n !\'.t�\' \':�:.� Cc:..i;itY. Cc··�•il'.,.::.·. ::..-.;-::,,, '.�:·,c.;.�,z: :::�. i!ft,�
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• •
APPENDIX A
STANDARDS FOR INTERCONNECTION ANO METERING
A-1 GENERAL PROVISIONS
A-1.1 It is the policy of Idaho Power to permit Seller to operate its Facility
in parallel with Idaho Power ' s electric system, whenever this can be done
without adverse effect to Idaho Power1s equipment, personnel or other
customers.
A-1.2 These guidelines contain the minimum metering, interconnection, protec­
tion, operation, and communications requirements for the safe and effective
parallel operation of Seller's Facility with Idaho Power1s system. Although
these guidelines are established to provide a uniform approach for evaluating
Seller's generation projects, each interconnection must be examined by Idaho
Power individually. Idaho Power and the Seller will be guided by this
document, which is a part of the Firm Energy Sales Agreement, in planning an
interconnection between Idaho Power1s system and the Seller.
A-1.3 Idaho Power may provide limited technical assistance for Seller, but
will not perform any engineering, construction or repair work on power pro­
duction equipment.
A-2 GENERAL DESIGN CONSIDERATIONS
A-2.1 All Seller generators larger than 20 KVA shall be three-phase generators
connected to three-phase circuits unless otherwise approved by Idaho Power.
Generators 20 KVA and smaller may be either three-phase or single-phase,
depending on system considerations.
Due to physical limitations within Idaho Power1s transmission and
distribution systems, induction machine sizes will be limited to confine
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• •
voltage flicker within acceptable limits. Each generation site is unique and
Idaho Power will determine the appropriateness of any proposed machine type for
the site and interconnection.
A-2.2 Except in certain instances to be determined by Idaho Power, Seller's
generator(s) shall be isolated from Idaho Power's system by a transformer.
Transformer type and connection will be specified by Idaho Power. The Seller
may be required to limit the fault current contribution to Idaho Power's system
by generator impedence, neutral grounding or other means.
A-2.3 Idaho Power will not. assume any responsibility for protection of the
Seller's generator or of any other portion of the Seller's electrical
equipment. The Seller is fully responsible for protecting his equipment from
faults or disturbances on Idaho Power's system.
A-2.4 Seller is hereby notified that certain conditions on Idaho Power's
system may cause negative sequence currents to flow in the Seller's generator.
It is the sole responsibility of the Seller to protect his equipment from
excessive negative sequence currents, reverse power flow, and single phasing.
A-3 METERING AND TELEMETRY REQUIREMENTS
A-3.1 Unless otherwise agreed by the Parties, metering will be provided for
recording net output of the Facility and will be separate from any metering of
Seller's load. Metering required will be determined by Idaho Power on a
case-by-case basis, but will generally follow the guidelines below:
A-3.1.1 Capacity Under 750 KW - Two kilowatt-hour/demand meters; one measuring
power flow into customer(s facilities and one measuring power flow into Idaho
Power's system.
A-3.1.2 Capacity of 750 KW to 4999 KW - A bi-directional, electronic meter
installation with load profiling and communication port capability will be
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• •
installed, and connected to the project voice communications circuit. An
electro-mechanical KWH backup meter will also be installed.
A-3.1.3 Capacity of 5000 KW and Above - A bi-directional, electronic meter
installation with load profiling and communication port capability will be
installed, and connected to the voice communications circuit. An electro­
mechanical KWH backup meter will also be installed. In addition, all necessary
telemetry and communication equipment and a dedicated voice quality uncon­
ditioned data line will be installed to provide continuous instantaneous
telemetering of net generation to Idaho Power's designated dispatch facility.
A-4 FACILITY PROTECTION
A-4.1 The Seller has full responsibility for the maintenance of his generating
equipment and the equipment protecting the Facility. If, in the opinion of
Idaho Power, the Seller has failed to provide proper maintenance of the
facility or its protection equipment, and this failure could adversely impact
Idaho Power or other Idaho Power customers, Idaho Power can require the Seller
to cease parallel operation.
A-5 SYNCHRONOUS GENERATORS
A-5.1 Idaho Power or the Seller may specify a governor. If a governor is
used, the governor characteristics shall be capable of adjustment to at least 5
percent speed droop. The initial droop setting will be 5 percent. Idaho Power
may specify changes in the setting within the 5 percent capability.
A-5.2 A check interlock for synchronizing of the Seller's generator(s) is
required.
A-5. 3 Synchronous generators shall be capable of operating continuously at
maximum power output within 5 percent of rated voltage and anywhere within a
power factor range of from 90 percent lagging to 95 percent leading.
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• •
Unless otherwise approved by Idaho Power, synchronous generators shall
be equipped with an excitation system and voltage regulator that are capable of
automatically contro 11 i ng generator vo 1 tage over the full range of generator
power and reactive capability. In some cases, depending upon system require­
ments, one or more of the following control methods may be required, as
specified in Appendix B:
1) a power factor regulator may be required as well as a voltage
regulator.
2) a programmab 1 e contro 11 er capab 1 e of varying the reactive output
based upon a preset time schedule.
3) a remote signal provided by Idaho Power to adjust the voltage or
power factor regulator settings. Idaho Power will provide this
remote s i gna 1 from within Idaho Power Is system and transmit the
signal to the Facility at the Seller's expense, as specified in B-11
of Appendix B.
The generator excitation system shall have over and under excitation
limiter equipment which will permit voltage regulator action to control the
reactive output within the range of the generator's capability.
The reactive capability of the Facility shall be operated as specified
by Idaho Power, within the generator reactive capability, to regulate either
the interconnection voltage or Facility output power factor or both. Idaho
Power will provide the desired voltage, power factors, and schedules required
by the Seller to set voltage regulators, power factor regulators and programmed
or remote signal controllers. Idaho Power may change these desired values from
time to time as system requirements change.
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• •
If the Facility is not operated to control reactive output in the manner
specified and after not i fi cation, the Se 11 er does not make necessary correc­
tions within a reasonable time, a default will be declared pursuant to Article
XXI.
A-5.4 Due to the ability of large synchronous generators to influence Idaho
Power's system, protective and control relaying in addition to the usual
voltage frequency, and fault relaying will be specified by Idaho Power. This
wil 1 consist of generator re 1 ayi ng for phase to phase and three phase fault
detection. Idaho Power will specify the relay type and determine settings.
This relay will be tested annually by Idaho Power and the actual cost of this
testing will be paid by the Seller.
A-6 INDUCTION GENERATORS
A-6.1 Overvoltage can become a serious problem when an induction generator is
isolated to a portion of a transmission or distribution system. Overvoltage
re 1 ayi ng sha 11 be provided that wi 11 open the generator breaker in the event
that the voltage reaches predetermined li,nits "Consistent with the overvoltage
capability of the generator and the system. Undervoltage protection may also
be required. On larger units, underfrequency and overfrequency relaying may be
required.
A-6.2 Induction generators require supplemental reactive support. The total
reactive required is that amount required to correct the Facility to unity
power factor. The reactive may come from either Idaho Power's system or from
capacitive correction at the Facility or both. Idaho Power will charge the
Seller (as specified in Appendix B) for. re�ctive that is provided from the
system.
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• •
At some Facilities, because of system cons i de rat ions, it may not be
practical to provide all of the reactive compensation at the Facility. In
these instances, Idaho Power shall specify the power factor and compensation
necessary at the Facility.
The Seller will have the option to furnish the reactive compensation
that is required at the Facility. If the Seller furnishes the reactive compen­
sation, the Facility must be operated at a power factor that is within 5
percent of the specified power factor. The Seller must also design the
Facility to avoid possible over-voltage that can occur under certain conditions
when capacitors are applied to the generator terminals.
A-7 DC TO AC CONVERTERS ---
A-7.1 Direct current generators may be operated in parallel with Idaho Power's
system through a synchronous inverter. The inverter installation will be
designed such that an Idaho Power system interruption will result in the
immediate removal of the inverter power flow to Idaho Power. Harmonics and/or
spurious frequencies generated by the Seller1s generator-inverter combinations
must be limited to avoid causing any reduction in quality of electric service
to Idaho Power's other customers.
A-8 SWITCHING REQUIREMENTS
A-8.1 Idaho Power reserves the right to open and secure by lock any discon-
necting device without prior notice to Seller for any of the following reasons:
A-8.1.1 System emergency.
A-8.1.2 Inspection of the Seller's facility protective equipment reveals a
condition which might adversely impa_ci Idaho Power or Idaho Power's other
customers.
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A-8.1.3 Seller's generating equipment interferes with other customers, or with
Idaho Power's system.
A-8.2 Seller shall maintain a written record of all operating (opening and
closing) by Seller of the Seller's interconnection with Idaho Power. Each
ope rat ion wi 11 be recorded by the date, hour and minute and wi 11 inc 1 ude the
generator kilowatt hour reading at the time of the operation. This record will
be maintained on a monthly basis and the original will be mailed to Idaho Power
on the first business day of the following month. Idaho Power will provide the
forms necessary for filing this monthly switching report.
A-9 GENERATION SCHEDULING AND REPORTING
A-9.1 For installations under 750 KVA, the Seller shall read his generator
kilowatt hour/demand meter within the 24-hour period following 12:00 noon on
the last day of each month. That kilowatt hour meter reading is to be recorded
on the Monthly Power Production Switching Report.
A-9.2 For installations 750 KVA and above, see Appendix E.
A-9. 3 The written record of the end-of-month meter reading on the Monthly
Power Production Switching Report, subject to subsequent review and correction
by Idaho Power, wi 11 be the basis of payment for energy purchased by Idaho
Power from the Seller. An adjustment in the kilowatt hours delivered will be
made to compensate for the losses in B-6.
A-9.4 At the end of each month, the Monthly Power Production Switching Report
will be mailed to:
Operations and Joint Facilities Accounting
Idaho Power Company
PO Box 70 Boise, Idaho 83707-0070
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APPENDIX B
SPECIAL FACILITIES, POINT OF DELIVERY AND METERING,
AND OPERATION DATE
PROJECT NO 31715128
HAZELTON A
B-1 DESCRIPTION OF FACILITY
The Seller's Facility is described as three generators with nameplate
ratings of 3300 KW each at 4160 Volts, three phase, 60 hertz, driven by
Kaplan S-Type Turbines.
B-2 LOCATION OF FACILITY
The Facility is located in the NE Quarter of Section 2, Township 10 South,
Range 20 East, Boise Meridian, Jerome County, Idaho.
B-3 SCHEDULED OPERATION DATE
Seller has selected June 1, 1990, as the Scheduled Operation Date and
May 1, 1990, as the First Energy Date. In making these selections, Seller
recognizes that to allow for adequate testing of the Facility's degree of
completion and reliability, it must achieve its First Energy Date at least
thirty (30) days prior to the Operation Date. Idaho Power, based on the
information supplied by Seller, will schedule its construction so that all
Special Facilities, Disconnection Equipment and metering equipment will be
completed in time so as not to delay Seller's achieving the First Energy
Date. However, if Seller fails to pay the costs specified in B-11 below
at the time specified therein, or materially changes the specifications or
design of the Facility or Seller-furnished Interconnection Facilities from
what was previously provided to Idaho Power, Idaho Power may be required
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to reschedule its construction of these facilities which could adversely
impact Seller's ability to achieve its scheduled First Energy Date.
B-4 FAILURE TO ACHIEVE OPERATION DATE
If Seller has not achieved the Operation Date within eleven (11) months of
the Scheduled Operation Date, such failure shall be deemed to be an event
of default pursuant to Article XXI.
B-5 POINT OF DELIVERY
The Point of Delivery of Energy from the Seller to Idaho Power will be the
138,000 volt bushings of the transformer bank. The 11,000 KVA transformer
bank will be a three phase bank, 4160 volts to 138,000 volts, and will be
owned and maintained by the Seller. The transformer connection will be
specified by Idaho Power at a later date.
B-6 LOSSES
Losses shall be 2.00% of the metered energy.
B-7 METERING ANO TELEMETRY
The metering equipment will be on the 4160 volt side of the transformer
bank, and will consist of potential and current transformers, an
electronic bi-directional demand meter, and an electro-mechanical backup
meter. The meter installation will have load profiling and communication
port capability and will be connected to the project voice communications
circuit. The telemetry equipment will include all necessary telemetry and
communication equipment and a dedicated voice quality unconditioned data
line which wi 11 be i nsta 11 ed to pro vi de continuous instantaneous tel e­
meteri ng of net generation to Idaho Power's Designated Dispatch Facility.
Metering and telemetry equipment wi 11 be owned and maintained by Idaho
Power, with total cost of purchase, i nsta 11 at ion, operation and
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• •
maintenance, including communications line lease cost to be reimbursed to
Idaho Power by the Seller.
B-8 SPECIAL FACILITIES
The construction of 11,800 feet of 138,000 volt H-frame transmission line
using a 750 foot ruling span, including two deadend structures and
following a straight line, and the installation of two 138,000 volt
sectionalizing switches will be provided by Idaho Power as Special
Facilities. The total cost for these Special Facilities will be
reimbursed to Idaho Power by the Seller. The Seller will provide all
needed right of way.
B-9 REACTIVE POWER
The Seller shall operate the synchronous generators within plus or minus
5% of unity power factor unless Idaho Power specifies other operating
guidelines.
B-10 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility
will be disconnected from Idaho Power's system in the event of a disturb­
ance on either Idaho Power's system or the Seller's Facility. This
equipment is for the protection of Idaho Power's equipment only and will
be located at the Point of Delivery. Idaho Power will supply a three
phase gang operated 138, 000 vo 1 t disconnect switch for mounting on the
deadend structure, a 138,000 volt potential transformer, a 138,000 volt
circuit switcher, a current transformer to be installed in the transformer
neutral, a relay cabinet containing relays and associated wiring and
logic, and a battery cabinet. Seller will install all Idaho Power
supplied equipment, and all wiring and conduit necessary for the operation
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• •
of the interconnection equipment. Idaho Power will supply details for the
interconnect ion pane 1 and wi 11 connect and test the equipment prior to
ope rat ion of the facility. Se 11 er wi 11 provide drawings of the inter­
connection wiring for engineering approval before installation. The total
cost of the interconnection equipment, connection and testing will be
reimbursed to Idaho Power by the Seller.
B-11 COSTS
The total cost of transmission Special Facilities is $224,182. The total
cost of the Metering Equipment is $7,050. The total cost of the telemetry
equipment is $5,555. In addition, there will be a monthly charge for the
communication circuit lease cost associated with the telemetry equipment.
The communications circuit lease is $140 per month as of the date of this
Agreement. Seller recognizes that the monthly communications circuit
charge may be adjusted by Idaho Power as the cost to Idaho Power is
adjusted by the owner of the communications circuit. The total cost of
the Disconnecting Equipment is $81,644. The total cost to be paid by the
Seller is $318,431. This represents the amount that will be charged by
Idaho Power if the Seller makes the payment on or before January 27, 1989.
Idaho Power will not schedule construction or order Special Facilities
which are not ordinarily maintained in Idaho Power's inventory until
payment has been made. In addition to the installation and construction
charges above, during the term of the Agreement, Se 11 er wi 11 pay Idaho
Power an operation and maintenance charge of 0. 36% per month on the
transmission Special Facilities, and 0.1% per month for the remainder of
the Facilities specified above. The monthly operations and maintenance
charges may be adjusted during the term of the Agreement to reflect
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• •
changes in the costs upon which the charges is based. Idaho Power wi 11
maintain on file with the Commission a schedule showing the cost
components and calculation of the monthly operation and maintenance
charges.
B-12 SALVAGE
No later than sixty (60) days after the termination or expiration of this
Agreement, Idaho Power will prepare and forward to Seller an estimate of
the remaining value of those Idaho Power furnished Interconnection
Facilities described in this Appendix, less the cost of removal and
transfer to Idaho Power's nearest warehouse, if the Interconnection
Facilities will be removed. Idaho Power may then be invoiced by Seller
for the net salvage value estimated by Idaho Power for the interconnection
facilities and shall pay such amount to Seller within thirty (30) days
after receipt of said invoice. Seller shall have the right to offset the
invoice amount aqa i ns t any present or future payments due Idaho Power.
-55-
• •
APPENDIX C
SCHEDULE OF REQUIRED LICENSES AND PERMITS
1. Evidence of compliance with Part 1 of the Federal Power Act. Acceptable
evidence of compliance will be an Order from FERC: (1) issuing a valid
License for the Facility, or (2) validly exempting the Facility from
Licensing.
2. Approved Application for Permit to appropriate water for power production
purposes issued by the Idaho Power Department of Water Resources.
3. Evidence of compliance with Subpart B of CFR §292.207.
-56-
• •
APPENDIX D
LUMP SUM REFUND PAYMENT FOR PERMANENT CURTAILMENT OF PORTION OR ALL OF ANNUAL NET ENERGY AMOUNT UNDER 20-YEAR CONTRACT
Contract Year of Curtailment Commencement
1 2
3 4 5
6
7
8
9 10
11 12 13 14 15 16 17 18
19 20
-57-
Dollars Per Annual Megawatt Hour
1990 Operation Date
22
47 73 101 131
164
199 200
199 197 192
185
175
162 146 126 102
74
40
0
•
APPENDIX E
•
OPERATING INSTRUCTIONS FOR PLANTS OVER 750 KW
I 1. Prior to initial start-up at least� day in advance the Project shall:
A. Provide Idaho Power's system dispatching facility with an estimate of
the hourly generation that is expected to be produced during the first scheduled test day. The phone number for System Scheduling to report the estimate is listed below.
B. Notify the Division Substation Supervisor of project start up plans. The phone number is listed below.
C. The kWh meter should be read and entered on the Monthly Power Pro­ duction and Switching Report (Form No: Cogen CAD-A-1).
2. Before 10:00 Am on each normal work day, after the initial start-up, the Project will report to the System Scheduling Office the previous day's actual generation based upon midnight to midnight meter readings and the estimate of generation planned for the following day or days. The phone number to report the actual generation and scheduling estimate is listed be low. Note that the System Scheduling number is answered only between the hours of 8 AM to 5 PM Mountain Time, on weekdays and that generation estimates must be provided for weekend days and holidays.
3. Each time the generator breaker is closed or opened (including testing and normal operation), Idaho Power's System Dispatchers must be notified by phone as soon as poss i b 1 e. Prompt reporting is very important. The System Dispatch Center is manned 24 hours a day, 7 days a week, and the
phone number is listed below.
4. In addition to promptly notifying the System Dispatchers, the record of
each breaker opening and closing must be entered on the Monthly Power
Production and Switching Report mentioned in 1-C above.
5. For questions or problem concerning:
Power Scheduling:
System Dispatching:
[phone]
[phone]
Metering: Meter Engineer - Boise
[phone]
or
-58-
•
Division Metering Supervisor
•
Payette
Boise
Twin Falls
Pocatello
[phone], ext 284 [phone] [phone], ext 284 [phone], ext 7771
Substations: Division Substation Supervisor
Bi 11 i ng:
Payette Boise Twin Falls
Pocatello
Power Accounting - Boise [phone]
[phone], ext 262 [phone] [phone], ext 237
[phone], ext 7774
Contracts: Customer Generation - Boise [phone]
6. Toll free numbers for Operating Reporting:
In-State: System Scheduling System Dispatching
Out-of-State: System Scheduling System Dispatching
-59-
1-800-635-1093
1-800-635-7348
1-800-356-4328
1-800-348-4328
• •
APPENDIX F
CERTIFICATION OF DESIGN ENGINEER
The undersigned
himself and
, on behalf of --------------�
hereinafter collectively
referred to as "Design Engineer", hereby states and certifies to Idaho Power as
fol lows:
1. That Design Engineer is a Licensed Professional Engineer in good
standing in the State of Idaho.
2. That Design Engineer has reviewed the Firm Energy Sales Agree­
ment, hereinafter II Aqreement.'", between Idaho Power as Buyer, and
as Seller, dated
3. That the cogeneration or small power production project which is
the subject of the Agreement and this Statement is identified as IPCo Facility
No and is further designated as Federal Energy Regulatory
Commission Hydro Project No and is hereinafter referred to as the
11Project11•
4. That the Project, which is commonly known as the
Project, is located in Section ---
Township , Range , Boise Meridian, --- ----
Id ah o.
County,
5. That Design Engineer recognizes that the Agreement provides for
the Project to furnish electrical energy to Idaho Power for a
( ) year period.
-60-
• •
6. That Design Engineer has substant i a 1 experience in the design,
construction and operation of electric power plants of the same type as this
project.
7. That Design Engineer has reviewed the engineering design and
construction of the Project, including the 'civil work, electrical work, gen­
erating equipment, water conveying equipment, Seller furnished interconnection
equipment and other project facilities and equipment.
8. That the Project has been constructed in accordance with said
p 1 ans and specif i cat i ans, a 11 app 1 i cab 1 e codes and consistent with Prudent
Electrical Practices as that term is described in the Agreement.
9. That the design and construction of the Project is such that
with reasonable and prudent operation and maintenance practices by Seller, the
Project is capable of performing in accordance with the terms of the Agreement
and with Prudent £1 ectri cal Practices during the full term of the Agreement.
10. That Design Engineer has supplied the Seller with at least one
copy of said Plans and Specifications bearing his Stamp and the words
"CERTIFIED FOR IDAHO P. U. C. SECURITY ACCEPTANCE" on each sheet thereof.
11. That Design Engineer recognizes that Idaho Power, in accordance
with paragraph 5.2(2) of the Agreement, in interconnecting the Project with its
system, is relying on Engineer's representations and opinions contained in this
Statement.
-61-
• •
12. That Design Engineer certifies that the above statements are
complete, true and accurate to the best of his knowledge and therefore sets his
hand and seal below.
STATE OF IDAHO )
) SS
County of )
On this __ day of , before me, the
undersigned, a Notary Public, personally appeared
personally known, who being duly sworn, did say that he is the individual who
executed the within instrument, and acknowledged to me that he executed the
same as a free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL) Notary Public for Idaho Residing at:
-62-
• •
APPENDIX F
ENGINEER'S CERTIFICATION OF DESIGN &
CONSTRUCTION ADEQUACY
, hereinafter collectively ----------------�
The undersigned
himself and
referred to as II Engineer" , hereby states and certifies to Idaho Power as
fol lows:
1. That Engineer is a Licensed Professional Engineer in good
standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement,
hereinafter "Aqreement", 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 ;dentifi�d as IPCo Facility
No ------- and is further designated as Federal Energy Regulatory
Commission Hydro Project No _ and is 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.
-63-
• •
6. That Engineer has subs tant i a 1 experience in the design, con­
struction and operation of e 1 ectri c power p 1 ants of the same type as this
project.
7. That Engineer has no economic relationship to the Design
Engineer of this Project and has made the analysis of the Plans and Specifi­
cations independently.
8. That Engineer has reviewed the engineering design and con­
struction of the Project, including the civil work, electrical work, generating
equipment, water conveying equipment, Seller furnished interconnection equip­
ment and other project facilities and equipment.
9. That the Project has been constructed in accordance with said
p 1 ans and specifications, a 11 applicable codes and consistent with Prudent
Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that
with reasonable and prudent operation and maintenance practices by Seller, the
Project is capable of performing in accordance with the terms of the Agreement
and with Prudent Electrical Practices during the full term of the Agreement.
11. That Engineer recognizes that Idaho Power, in accordance with
paragraph 5.2(2) of the Agreement, in interconnecting the Project with its
system, is relying on Engineer's representations and opinions contained in this
Statement.
-64-
• •
12. That Engineer certifies that the above statements are complete,
true and accurate to the best of his knowledge and therefore sets his hand and
seal below.
By ---....,,......,,,..... .......... - ......... ----- (P. E. Stamp)
Date ------------
STATE OF IDAHO )
) SS County of )
On this __ day of ---------' 19 , before me, the
undersigned, a Notary Pub l i c , personally appeared
personally known, who being duly sworn, did say that he is the individual who
executed the within instrument, and acknowledged to me that he executed the
same as a free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL) Notary Public for Idaho Residing at:
-65-
• •
APPENDIX F
ENGINEER'S CERTIFICATION OF
OPERATIONS & MAINTENANCE POLICY
The undersigned
himself and , hereinafter collectively ----------------�
referred to as "Engineer", hereby states and certifies to Idaho Power as
follows:
1. That Engineer is a Licensed Professional Engineer in good
standing in the State of Idaho.
2. That Engineer has reviewed the Fi rm Energy Sa 1 es Agreement,
hereinafter "Aqreement", between Idaho Power as Buyer, and
as Seller, dated ------------�
3. That the cogeneration or small power production project which is
the subject of the Agreement and this Statement is identified as IPCo Facility
No ------- and is further designated as Federal Energy Regulatory
Commission Hydro Project No _
"Project".
and is hereinafter referred to as the
4. That the Project, which is commonly known as the ------
Project, is located in Section ---
Township , Range , Boise Meridian, --- ---
Idaho.
County,
5. That Engineer recognizes that the Agreement provides for the
Project to furnish electrical energy to ldaho Power for a -----
year period.
-66-
( )
• •
6. That Engineer has substantial experience in the design, con-
struction and operation of electric power plants of the same type as this
project.
7. That Engineer has no economic relationship to the Design
Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the
Policy for Operation and Maintenance (O&M Policy) for this plant and it is his
professional opinion that, provided said plant has been designed and built to
appropriate standards, adherence to said O&M Policy will result in the plant's
producing at or near the design electrical output, efficiency, and plant factor
for the ( ) year period of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with
par�graph 5.2(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 knowledge and therefore sets his hand and
seal below.
By------....,,....-=-�-,----,,---------- (P.E. Stamp)
-67-
•
STATE OF IDAHO )
) SS County of )
On this day of
•
---------' 19 __ , before me, the
undersigned, a Notary Public, personally appeared
personally known, who being duly sworn, did say that he is the individual who
executed the within instrument, and acknowledged to me that he executed the
same as a free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
(NOTARIAL SEAL) Notary Pub 1 i c for Idaho Residing at:
-68-
• •
APPENDIX F
ENGINEER'S CERTIFICATION OF ONGOING OPERATIONS ANO MAINTENANCE
The undersigned
himself and -----------------' hereinafter collectively
referred to as II Engi nser-", hereby states and certifies to Idaho Power as
follows:
1. That Engineer is a Licensed Professional Engineer in good
standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement,
hereinafter 11Agreement11, between Idaho Power as Buyer, and
as Seller, dated ------------�
3. That the cogeneration or small power production project which is
the subject of the Agreement and this Statement is identified as IPCo Facility
No ------- and is further designated as Federal Energy Regulatory
Commission Hydro Project No _
11Project11•
and is hereinafter referred to as the
4. That the Project, which is commonly known as the
Project, is located in Section ---
Township , Range , Boise Meridian, --- ---
Idaho.
County,
5. That Engineer recognizes that the Agreement provides for the
Project to furnish electrical energy to Idaho Power for a ----- ( )
year period.
-69-
• •
6. That Engineer has substantial experience in the design, con­
struction and operation of electric power plants of the same type as this
project.
7. That Engineer has no economic relationship to the Design
Engineer of this Project.
8. That Engineer has made a physical inspection of said plant, its
ope rat ions and maintenance records s i nee the 1 ast previous certified i nspec­
t ion, and the plant's O&M Policy bearing the words "CERTIFIED FOR IDAHO P.U.C.
SECURITY APPROVAL" and the Stamp of the Certifying Engineer. It is Engineer Is
professional opinion, based on the plant's appearance, that its ongoing O&M has
been substantially in accordance with said O&M Policy; that it is in reasonably
good operating condition; and that if adherence to said O&M Policy continues,
the p 1 ant wi 11 continue producing at or near its design e 1 ectri cal output,
efficiency, and plant factor for the remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with
paragraph 21.2.2.2 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 knowledge and therefore sets his hand and
seal below.
By --- ........... .....---,,,-,----.----- (P. E. Stamp)
Date ------------
-70-
•
STATE OF IDAHO )
) SS County of )
•
On this __ day of
undersigned, a Notary Public, personally appeared
personally known, who being duly sworn, did say that he is the individual who
executed the within instrument, and acknowledged to me that he executed the
same as a free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, the day and year in this certificate first above written.
________ , 19 __ , before me, the
(NOTARIAL SEAL) Notary Public for Idaho Residing at:
-71-
•
EXHIBIT B
•
SETTLEMENT AGREEMENT AND STIPULATION
• •
IFM'I·PJ9M' AGBIQINT MP STJPQLITIQB
THIS AGREEMENT and Stipulation i• by and between Bypa••
Li•ited, Sithe Energies USA, and the Northside Canal Company
(hereinafter collectively referred to a• •complainant•") and
Idaho Power Company ("Idaho Power")·
If IT• BS SB TB:
WHEREAS, complainant• presently have pending before the
Idaho PUblic Utilitie• Co111J1iaaion (the "Commiaaion") three
complaint• against Idaho Power. Those complaint• are
identified aa Case Noa. U-1006-300 (Hazelton A), U-1006-310
(Hazelton B) and U-1006-302 (Wilson Lake)J and
WHEREAS, the Commission ha• granted both Complainants•
Petition for Reconsideration and Idaho Power'• Cross-Petition
for Reconsideration as to Order Noa. 21249, 21332, and 21630
issued in Case No. U-1500-170: and
WHEREAS, the parties desire to settle and resolve both
the complaints and the Petitions for Reconsideration:
NOW, THEREFORE, in consideration of the foregoing, the
parties hereby stipulate and agree as follows:
1. All parties agree to waive their statutory rights
to have the Petitions for Reconsideration heard by the
Commission within thirteen (13) weeks after the date for
filing Petitions for Reconsideration (I.e. I 61-626(2)). The
parties further agree and stipulate that the Commission may
1
• • vacate th• briefing ache4ule an4 the hearing on reconai4era­
tion pr•••ntly aet for Karch 22, 1988, pen4in9 final
re•olution of th• •ettlement effort• between the parti••·
2. complainant• hereby atipulate an4 agree to the
di•mi••al of Commi••ion case No•. U-1006-300 (Hazelton A), u-
1006-301 (Hazelton B) and U-1006-302 (Wil•on Lake) without
prejudice. Except a• otherwi•• provided in paragraph 5,
C011plainant• agree that in a aubaequent complaint proceeding
(if any) relating to any of these three project•, neither
they, nor any of their repreaentativea, auccesaora or
a••ign•, will allege that any of the three Project• have any
right or entitlement to the cogeneration/amall power
production purcha•• rat•• ••t by the Commission in Caae
No. U-1006-248.
3. The partiea agree to expedi tioualy negotiate and
submit to the Co1DJDission for approval, contracts for the
Hazelton A and B small hydro projecta. These contracts will
include the interim purchase rates set by the CoJDJDission in
Order No. 21630 in Case No. U-1500-170.
4. The parties will also negotiate a contract for the
Wilson Lake project but it will not be executed, nor will it
contain any purchase rates. When Complainants have provided
Idaho Power with all of the permits and other information
necessary for the execution of the Wilson Lake contract
including, but not limited to, a license or exemption from
licensing from the Federal Energy Regulatory CoJDJDission for
the Wilson Lake Project, the contract will be finalized and
2
• •
•ulmittad to th• co-i••ion for approval. Unl••• another
rate 1• ordered by the CoJ11J1iaaion, the purchaae rat•• to be
included in the Wilaon Lake Contract will be the Co111J1i•aion
approved aaall power production purchaae rate• in affect at
the time the Wil•on Lake Contract ia executed.
5. concurrent with the appl1cation to the Co111J1iaaion
for approval of the Hazelton A and Hazelton B contract•, both
partiea will file aotiona withdrawing their respective
Petition• for Reconaideration in Ca•• No. U-1500-170. The
commiaaion'• approval of the Hazelton A and Hazelton B
contract• aa aubaitted and it• granting of the Motion•
withdrawing the Petition• for Reconaideration will be a
condition precedent to the affectivenesa of the Hazelton A
and B contracts and will constitute a full accord and
satisfaction of all outstanding issues between the parties
relating to the Hazelton A and Hazelton B Projects. If the
commission doe• not approve the inclusion of the interim
rate• set in Order No. 21630 in the Hazelton A and B
contracts then, (1) the Hazelton A and B contracts will be
null and voidJ (2) either party will be. free to move th'!
Commission for an Order setting dates for filing briefs and a
hearing on the Petitions for Reconsideration; and (3) Com­
plainants may refile their complaints before the Commission
for the Hazelton A and Hazelton B projects and request that
they be paid at the rates set in Case No. U-1006-248.
3
• • IN WITNESS WHEREOF, the partie• have executed this
settlement A9reeaent and Stipulation effective the 3i ·
day of March, 1988.
Counsel for Bypass Liaited end Sithe Energies USA
�l�-
�o/" t•t John A, Rosholt Counsel for Northside Canal Company
,.�di� Counsel for Idaho Power Company