20110804Co-Gen Co OR PURPA Agreement.pdf

DONOVAN E. WALKER
Lead Counsel
dwalkertmidahopower.com
esIDA~POR~
An IDACORP Company
August 3, 2011
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
Boise, Idaho 83720
Re: Co-Gen Co, LLC
State of Oregon PURPA Agreement
Dear Ms. Jewell:
Enclosed please find a copy of an executed PURPA energy sales agreement for
the state of Oregon between Co-Gen Co, LLC, and Idaho Power Company ("Idaho
Powet'). Because this 9.375 megawatt wood waste biomass generation project is
located in the state of Oregon and interconnects with Idaho Powets system in the state
of Oregon, this agreement, and the rate paid under the agreement, is in accordance
with the rules and orders of the Public Utilty Commission of Oregon. The form of the
agreement is mandatory pursuant to Oregon Tariff Schedule 85, Cogeneration and
Small Power Production Standard Contract Rates.
Idaho Power is providing this informational copy for the Idaho Public Utilties
Commission's records and convenience. Please contact me if you have any questions.
Sincerely,~d/U
Donovan E. Walker
DEW:csb
Enclosure
cc: Donald L. Howell, II, IPUC (w/encl.)
Rick Sterling, IPUC (w/encl.)
Randy C. Allphin, IPC (w/encl.)
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
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~(Q~~
OREGON STANDAR
ENGY SALES AGREMENT
(Non Intemiittent Resource)
BETWEEN
IDAHO POWER COMP ANY
AND
CO-GEN CO, LLC
(Includes Trasmission Provisions)
TABLE OF CONTNTS
TITIE
Definitions
No Reliance on Idao Power
Waranties
Conditions to Acceptance of Energy
Ter and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Transmission Agreement
Records
Operations
Reliabilty Management Sysem
Indemnification and Insurance
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes, Defaults and Remedies
Governmental Authorization
Successors and Assigns
Modification
Taxes
Notices
Additional Ters and Conditions
Severabilty
Counterpars
Entire Agreement Signatures
Commission Investigation
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
RECEIVED
201' AUG -3 PM~: 48
UTI ie)
6115/2011
"
ENEGY SALES AGREMENT
NON INTERITTNT RESOURCE
(10 MW or Less)
CO-GEN CO, LLC
Project Number: 12618100
-¡IL
1HS AGREEMNT, entered into on this ~ g day of J"u.J.2011 between
CO-GEN CO, LLC an Oregon limited liability company (Seller), and IDAHO POWER COMPANY, an
Idaho corporaion (Idao Power), hereinafer sometimes referred to collectively as "Paries" or
individually as "Party."
WITNSSETH:
WHEAS, Seller will design, constuct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wi !Ies to sell, and Idaho Power is wiling to purchase, electric energy
produced by the Seller's Facility.
THERORE, In consideration of the mutual covenants and agreements hereinafer set fort, the
Paries agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following temis
shall have the following meaings:
1.1 "Annual Net Energy Amount" - Net Energy that the Seller estimates the Facility wil produce
and the Transmitting Entity wil deliver to Idaho Power at the Point of Delivery for one Contract
Year. The Seller shall use all available infomiation (equipment characteristics, resource
characteristics and data, Facility design, etc) to accurately estimate the Annual Net Energy
Amount. This Annual Net Energy Amount as specified in pargraph 6.2 wil be used to calculate
the Shortall Energy quantities within this Agreement.
1.2 "Cash Escrow Security" - Has the meaning set out in paragraph 4.1.6.1.
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1.3 "Commission" - The Oregon Public Utility Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereaer.
1.5 "Default Security" - A dollar amount computed by the annual on pea hours multiplied by the on
peak price less off peak price multiplied by annual net energy amount divided by 8,760 where the
on peak price and off peak prce are the prices specified in the Schedule 85 option the Seller has
selected in paragraph 7.1 of this Agreement.
1.6 "Designated Dispatch Facilty" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.7 "Facilty" - That electrc generation facility described in Appendix B of this Agreement.
1.8 "First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Aricle IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.9 "Idaho Power Electical System Control Area" or "Control Area" - The geographical area of
integrated transmission and generation controlled by Idaho Power for which Idaho Power is
responsible for scheduling interchanges with other control areas and balancing supply and
demand within the area. The Control Area may include physical locations and/or electrical
systems not served or owned by Idaho Power, but which are dependant upon Idaho Power's
operation of its generation and trsmission to balance supply and demand.
1.10 "Intemiittent Resource" - a Facilty that produces electrical energy from the use of wind, solar or
run of river hydro as the prime mover.
1.11 "Letter of Credit Security" - Has the meaning set out in paragraph 4.1.6.2.
1.12 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system by
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the Transmitting Entity. The loss calculation fomiula wil be as specified in Appendix B ofthis
Ageement.
1.13 "Market Energy Cost" - The weighted average ofthe daly on-peak and off-peak Dow Jones
Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy. If the Dow Jones
Mid-Columbia Index price is discontinued by the reporting agency, both Paries wil mutually
agee upon a replacement index, which is similar to the Dow Jones Mid-Columbia Index. The
selected replacement index will be consistent with other similar agreements and a commonly used
index by the electrical indust.
1.14 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.15 "Maximum Capacity" - The maximum capacity (MW) of the Facility wil be as specifed in
Appendix B ofthis Agreement.
1.16 "Nameplate Capacity" - The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transfomiers and circuit
breakers, under standardized conditions, expressed in amperes, kilovoltamperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.17 "Net Energy" - Electrc energy produced by the Facility, less Station Use and Losses, expressed
in kilowatt hours (kWh), which the Transmitting Entity delivers to Idaho Power, that is less than
or equal to the Nameplate Capacity. Seller commits to deliver all energy produced by the
Facility, less Station Use, and Losses, to the Transmitting Entity for delivery by the Transmitting
Entity to Idaho Power at the Point of Delivery for the full temi of the Agreement.
1.18 "Operation Date" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.19 "Point of Delivery" - The location specified in Appendix B, where the Transmitting Entity
delivers the Facility's Net Energy to the Idaho Power electrical system.
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1.20 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.21 "Schedule 85" - Idaho Power's oregon Tariff No E-25, Schedle 85 in effect as of the effective
date of this Agreement.
1.22 "Scheduled Operation Date" - The date specifed in Appendix B when Seller anticipates
achieving the Operation Date.
1.23 "Season" - The three periods identified in Schedule 85.
1.24 "Senior Lien" - Has the meaning set out in pargraph 4.1.6.3.
1.25 "Shortall Energy" - (1) Prior to the Operation Date - Shortfall Energy shall be equal to the
Annual Net Energy Amount specified in paragraph 6.2 divided by 365, multiplied by the number
of days past the Scheduled Operation Date when the Operation Date is achieved less 30 days, less
Surplus Energy. If this calculation results in a value less than 0 then the result shall be 0 and (2)
Afer the Operation Date - Shortall Energy shall be equal to the difference (kWh) between the
actual annual Net Energy delivered to Idaho Power for a specific Contract Year and the Annual
Net Energy Amount specified in paragrph 6.2 of this Agreement for the sae Contract Year.
1.26 "Station Use" - Electric energy that is used to operate equipment that is auxilar or otherwise
related to the production of electricity by the Facility.
1.27 "Step-In Rights" - Has the meaing set out in paragraph 4.1.6.4.
1.28 "Sum Ius Energy" - (1) All Net Energy produced by the Seller's Facility and delivered by the
Transmitting Entity to the Idao Power electrcal system that exceeds the Nameplate Capacity of
the Facility but is less than the Maximum Capacity of the Facility. Deliveries above the Facility's
Nameplate Capacity solely for the purpose of accommodating hourly scheduling in whole MWs
by a third pary transmission provider shall not be considered to be Surplus Energy as described
within this paragraph 1.28 item 1 or (2) All Net Energy produced by the Seller's Facility and
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delivered by the Transmitting Entity to the Idaho Power electrical system prior to the Operation
Date and is less than the Maximum Capacity of the Facility.
1.29 "Total Cost of the Facility" - The total cost of strctures, equipment and appurtenances.
1.30 "Transmitting Entity" - The signatory(s) (other than the Seller) to the Transmission Agreement
referred to in paragraph 9.1 and its successors and assigns.
ARTICLE IT: NO RELIANæ ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set fort herein, Seller has
investigated and determined that it is capable of perfomiing hereunder and has not relied upon
the advice, experience or expertise ofIdaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARNTIES
3.1 No Waranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confimiation by Idaho
Power and Idaho Power makes no waranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durabilty, reliabilty, strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warants that the Facility is a "Qualifying Facility," as that temi
is used and defined in 18 CFR 292.201 et seq. Seller's failure to maintain the Facilty and
operations of the Facility in a manner consistent with the initial Qualifying Facility certificate wil
be a Material Breach of this Agreement. Idaho Power reserves the right to review the Seller's
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Qualifying Facility status and associated support and compliance documents at anytime during
the term of this Agreement.
3.2.1 IfIdaho Power's obligation to purchase energy from a "Qualifying Facility," as that term
is defined in 18 CFR 292.201 et seq. or ORS 758.505(8), is repealed or otherwise
temiinated, this Agreement wil remai in full force and effect unless state or federal law
mandates temiination of this Agreement.
3.3 PEC License (only appies to hydro projects) - Seller warants that Seller possesses a valid
license or exemption from licensing from the Federal Energy Regulatory Commission ("FERC")
for the Facility. Seller recognizes that Sellets possession and retention of a valid FERC license
or exemption is a material par ofthe consideration for Idaho Power's execution of this
Ageement. Seller wil take such steps as may be required to maintain a valid FERC license or
exemption for the Facilty during the temi of this Agreement, and Seller's failure to maintain a
validFERC license or exemption wil be a material breach of this Agreement.
3.4 Eligibility for Standard Rates and Contract
3.4.1 Initial Qualification - Seller warrants that the Seller's Facility meets the definitions
contained in Appendix D, "Definition of a Small Cogeneration Facilty or Small Power
Production Facilty Eligible to Receive the Stadard Rates and Standard Contract" of this
Agreement approved by the Commission at the time this Agreement is executed and is
therefore eligible for standard rates and the standad contract. Upon request from Idaho
Power, the Seller wil provide Idaho Power with documentation verifing the ownership,
management and financial structure ofthe Facility in reasonably sufficient detail to allow
Idaho Power to make an initial detemiination of whether or not the Facility meets the
described criteria for entitlement to the standard rates and standard contract as defined in
AppendixD.
3.4.2 Ongoing Qualification - Seller warants that the Seller wil not make any changes in its
ownership, control or management during the temi of this Ageement that would cause it
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to be ineligible for standad rates and a standard contract in compliance with the
Appendix D approved by the Commission at the time this Agreement is executed. Seller
wil provide, upon request by Idao Power not more frequently than every 36 months,
such documentation and inomiation as may be reasonably required to establi!I Seller's
continued compliance with the Definition in Appendix D. Idaho Power agrees to take
reasonable steps to maintain the confidentiality of any portion of the above-described
docurnentation and infomiation that the Seller identifies as confidential except Idaho
Power wil provide all such confidential infomiation to the Public Utility Commission of
Oregon upon the Commission's request.
3.4.3 Qualifcation Dispute - Any dispute concerning a Seller's entitlement to the standard
rates and stdard contract shall be presented to the Commission for resolution.
3.4.4 Seller warants that the Facility is not an Intermittent Resource.
ARTICLE IV: CONDITIONS TO ACCETANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition ofIdaho Power's acceptance of deliveries of
en ergy from the Sell er, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, peimits or approvals necessary for Seller's
operaions have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpar B, 18 CPR 292.201 et
seq.
4.1.2 Nameplate Capacity Detemiination - Submit to Idaho Power such data as Idaho Power
may reasonably require to confirm the manufacturer's Nameplate Capacity rating and the
Maximum Capacity rating of the Facility. Such data will include but not be limited to,
equipment specifications, power factor assumptions, and any other data that would allow
Idaho Power to verify the generating capacity and the manufacturer's nameplate rating of
this Facility. Upon receipt of this information, Idaho Power wil review the provided data
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and if necessar, request additional data to complete the verification process within a
reasonable time.
4.1.3 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constuction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy. These certificates wil be in the fomi specified in Appendix C but may
be modified to the extent necessar to recognize the different engineerig disciplines
providing the cerificates.
4.1.4 Insuran ce . Submit written proof to I dah 0 Power of all insuran ce required in Aricle XII.
4.1.5 Transmission Agreement - Provide Idaho Power with a copy of (1) the Trasmission
Agreement executed by the Seller and the Transmitting Entity in a fomi acceptable to
Idaho Power and (2) confimiation that the Idaho Power delivery business unit has agreed
to accept the Net Energy deliveries at the Point of Delivery in an amount up to the
Maximum Capacity Amount. Idaho Power's acceptance wil not be unreasonably
withheld.
4.1.6 Security Requirements - Provide Idaho Power with commercially reaonable
representations and warranties and other documentation to detemiine the Seller's
creditworthiness. Such documentation would include, at a minimum, that the Seller is
current on existing debt obligations and has not been a debtor in a bankruptcy proceeding
within the preceding two years. Upon receipt of this infomiation, Idaho Power wil
,
review the provided data and, if necessary, request additional data and/or wil provide
written confirmation or rejection of the provided data within a reasonable time. In lieu of
providing evidence of acceptable creditwortiness, the Seller may provide Idaho Power
with commercially reasonable security instrments such as Letter of Credit, Senior Lien
Rights, Step-In-Rights, Ca! Escrow Security as those temis are defined in this
Agreement or other fomis of liquid financial security that would provide readily available
cash to Idaho Power in the Event of a Default under this Agreement. The value ofthese
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security instuments shall at the minimum be equal to the Default Security as defined in
parraph 1.5 of this Agreement.
4.1.6.1 Cash Escrow Security - Seller shall deposit funds in an escrow account
established by Idaho Power in a banking institution acceptable to both
Paries equal to, the Default Security. Such sum shall eam interest at the rate
applicable to money market deposits at such baning institution from time
to time. To the extent Idao Power receives payment from the Default
Security, Seller shall, within fifteen (15) days, restore the Default Security
as ifno such deduction had occurred.
Letter of Credit Security - Seller shall post and maintain in an amount equal
to the Default Security: (a) a guaranty from a pary that satisfies the Credit
Requirements, in a form acceptable to Idaho Power in its discretion, or (b) a
Letter of Credit in favor of Idaho Power. To the extent Idaho Power receives
4.1.6.2
4.1.6.3
payment from the Default Security, Seller shall, within fifteen (15) days,
restore the Default Security as if no such deduction had occurred.
Senior Lien - Before the Scheduled Operation Date, Seller shall grant Idaho
Power a senior, unsubordinated lien on the Facility and its assets as security
for pedormance of this Agreement by executing, acknowledging and
delivering a security agreement and a deed of trust or a mortgage, in a
recordable fomi (each in a fomi satisfactory to Idaho Power in the
reasonable exercise of its discretion). Pending delivery of the senior lien to
Idaho Power, Seller shall not cause or pemiit the Facility or its assets to be
burdened by liens or other encumbrances that would be superior to Idaho
Power's, other than workers', mechanics', suppliers' or similar liens, or tax
liens, in each case arising in the ordinary course of business that are either
not yet due and payable or that have been released by means of a
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4.1.6.4
perfomiance bond posted within eight (8) calendar days of the
commencement of any proceeding to foreclose the lien.
Step-in Rights (Operaion by Idaho Power Following Event of Default of
Seller).
4.1.6.4.1 Prior to any termination ofthis Agreement due to an Event of
Default of Seller, as identified in paagaph 19.2, Idao Power
shall have the right, but not the obligation, to possess, assume
control of, and operate the Facilty as agent for Seller (in
accordance with Seller's rights, obligations, and interest under
this Agreement) during the period provided for herein. Seller
shall not grant any person, other than the lending institution
providing financing to the Seller for constrction of the Facilty
("Facility Lendet'), a right to possess, assume control of, and
operate the Facility that is equal to or superior to Idaho Power's
right under this paragraph 4.1.6.4.
4.1.6.4.2 Idaho Power shall give Seller ten (10) calendar days notice in
advance ofthe contemplated exercise ofIdaho Power's rights
under this paragraph 4.1.6.4. Upon such notice, Seller shall
collect and have available at a convenient, central location at the
Facility all documents, contracts, books, manuals, reports, and
records required to constuct, operate, and maintain the Facilty
in accordance with Prudent Electrical Practices. Upon such
notice, Idaho Power, its employees, contractors, or designated
third paries shall have the unrestricted right to enter the Facility
for the purpose of constructing and/or operating the Facilty.
Seller hereby irrevocably appoints Idaho Power as Seller's
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attorney-in-fact for the exclusive purpose of executing such
documents and taking such other actions as Idaho Power may
reasonably deem necessary or appropriate to exercise Idaho
Power's step-in rights under this paragraph 4.1.6.4.
4.1.6.4.3 During any period that Idaho Power is in possession of and
constcting and/or operatig the Facility, no proceeds or other
monies attbuted to operation ofthe Facility shall be remitted to
or otherwise provided to the account of Seller until all Events of
Default of Seller have been cured.
4.1.6.4.4 During any period that Idaho Power is in possession of and
operating the Facility, Seller shall retain legal title to and
owner!Iip of the Facilty and Idao Power shall assume
possession, operation, and control solely as agent for Seller.
a) In the eventIdaho Power is in possession and control of the
Facilty for an interim period, Seller shall resume operation
and Idaho Power shall relinquish its right to operate when
Seller demonstates to Idaho Power's reasonable satisfaction
that it wil remove those grounds that originally gave rise to
Idaho Power's right to operate the Facility, as provided
above, in that Seller (i) wil resume operation of the Facility
in accordance with the provisions of this Agreement, and (ii)
has cured any Events of Default of Seller which allowed
Idaho Power to exercise its rights under this paragraph
4.1.6.4.
b) In the event that Idaho Power is in possession and control of
th e Facilty for an interim peri od, the Facilty Lender, or any
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nominee or transferee thereof, may foreclose and take
possession of and operate the Facility and Idao Power !Iall
relinquish its right to operate when the Facility Lender or
any nominee or transferee thereof, requests such
relinquishment.
4.1.6.4.5 Idao Power's exercise of its rights hereunder to possess and
operate the Facility shall not be deemed an assumption by Idaho
Power of any liabilty attributable to Seller. If at any time afer
exercisig its rights to take possession of and operate the Facility
Idaho Power elects to retur such possession and operaion to
Seller, Idaho Power shall provide Seller with at least fifteen (15)
calendar days advance notice of the date Idaho Power intends to
return such possession and operation, and upon receipt of such
notice Seller shall take all measures necessar to resume
possession and operation of the Facility on such date.
4.1.7 Written Acceptance - Request and obtain written confmiation :fom Idao Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and wil
not be unreasonably withheld by Idaho Power.
ARTICLE v: TERM AN OPERATION DATE
5.1 Temi - Subject to the provisions of paragraph 5.2 below, this Agreement !Iall become effective
on the date first written and !Iall continue in full force and effect for a period of one (1) year
Contract Year :fom the Operation Date.
5.2 Operation Date - The Operation Date may occur only afer the Facility has achieved all of the
following:
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a) Achieved the Firt Energy Date.
b) Seller has demonstated to Idao Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
c) Seller has requested an Operation Date from Idao Power in a written fomiat.
d) Seller has received written confirmation from Idaho Power of the Operation Date.
This confrmation wil not be unreasonably withheld by Idaho Power.
5.3 If the Seller fails to achieve the Operation Date within 30 days of the Scheduled Operation Date,
Seller wil reimburse Idaho Power for any Shortall Energy Repayment Amount accruing from 30
days following the Scheduled Operation Date until the Seller achieves the Operation Date. Such
reimbursement !Iall be detemiined in the maner described in Article VII of this Agreement.
5.4 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date wil be an Event of Default.
ARTICLE VI: PURæASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idao Power wil purchase and Seller wil sell all of the Net Energy produced by
the Facility and delivered by the Trasmitting Entity to Idaho Power at the Point of Delivery.
6.2 Annual Net Energy Amount - Seller intends to produce and Transmitting Entity shall deliver Net
Energy in the following anual amount:
6.2.1 Annual Net Energy Amount: 15,000,000 kWh.
6.2.2 Seller's Adjustment of Annual Net Energy Amounts-
6.2.2.1 No later than the Scheduled Operation Date, by written notice given to Idaho
Power in accordance with paragraph 24.1, the Seller may revise the previously
provided Annual Net Energy Amount.
6.2.2.2 At any time, by written notice given to Idaho Power in accordance with
paragraph 24.1, Seller may revise the previously provided Annual Net Energy
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Amount, beginning with the next calenda year for the remaining temi of the
agreement.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any two
consecutive Contract Years in an amount equal to at least ten percent (1 (l/O) of the Annual Net
Energy Amount specifed in paragraph 6.2 shall constitute an Event of Default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMNT
7.1 Net Energy Purchase Price - The Seller has selected option 1 from Schedule 85 as the basis
for detemiining the purchase price during the first 15 Contract Years of this Agreement. For all
Net Energy delivered to Idaho Power afer the first 15 Contract Years and for the remaining temi
of this Agreement, the Seller has selected option N/A from Schedule 85 as the basis for
deterining the purchase price. The Seller may not select Option 1, Fixed Price Method, for any
Contract Years past the first 15 Contract Year. The Net Energy Purchase Price shall be
calculated as specified in Schedule 85 for the option(s) selected by the Seller resulting in an on-
peak and off-peak Net Energy Purchase Price which wil be applied to the applicable energy
deliveries during on-peak and off-peak hours as defined by the North American Electric
Reliability Council (NC). Based on Seller's selected options, Appendix E specifies the
purchase price to be paid under this Agreement.
7.2 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller an amount
equal to the daily on-peak or off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index)
prices for non-firm energy. The price paid wil depend on when the Surplus Energy was
delivered to Idaho Power. If the Dow Jones Mid-Columbia Index price is discontinued by the
reporting agency, both Parties wil mutually agree upon a replacement index, which is similar to
the Dow Jones Mid-Columbia Index. The selected replacement index wil be consistent with
other similar agreements and wil be an index commonly used by the electrcal industry.
7.3 Increase in Nameplate Capacity - If the Seller increases the Nameplate Capacity of the Seller's
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Facility as a result of increased prime mover, refurbishing equipment, upgrading equipment,
reconfiguration of equipment, operation modifications, or by any means other than installing
additional generation units, then the Nameplate Capacity as defined in paragraph 1.16 shall be
revised to match this increased nameplate Capacity Rang. If the increase in Nameplate Capacity
results in the Nameplate Capacity of the Facility exceeding 10 MW, then the on a going-forward
basis Idaho Power shall pay Seller the Net Energy Price specified in Section 7.1 for the fraction
oftotal Net Energy delivered equal to 10,000 kW divided by the Nameplate Capacity of the
upgraded Facilty. For the remaining fraction of Net Energy Idao Power Company and Seller
shall agree to a new negotiated rate. Seller shall be responsible for ensuring that any planned
increase in the Nameplate Capacity or the maximum instantaneous capacity of the Facility
complies with Seller's Interconnection Agreement, Transmission Agreement and any other
relevant agreements.
7.4 Shortfall Energy Repayment Price-
7.4.1 Price to be applied to all Shortall Energy that occurs prior to the Operation Date - If the
current day's Market Energy Cost is greater than the applicable Net Energy Purchase
Price that would have been paid to the Seller for energy delivered to Idaho Power on that
day if the Facility had achieved its Operation Date, the Shortall Energy Repayment Price
wil be detemiined by subtracting the current day's Market Energy Cost from the current
day's Net Energy Purchase Price. If the result of this subtraction is less than 0, then the
Shortfall Energy Repayment Price is O. If the result of this subtraction is greater than the
current day's Net Energy Purchase Price as described in this paragraph, then the Shortall
Energy Purchase Price shall be equal to current day's Net Energy Purchase Price.
7.4.2 Price to be applied to all Shortall Energy that occurs afer the Operation Date has been
establi!Ied for this Facility - If the weighted average of the daily Market Energy Costs
for the current Contract Year is greater than the current Contract Year's average Net
Energy Purchase Price, (total Contract Year's actual energy payments divided by the total
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Contract Year's actual energy deliveries) the Shortall Energy Repayment Price wil be
detemiined by subtracting the weighted average of the daily Market Energy Costs for the
current Contract Year from the current Contract Year's average Net Energy Purchase
Price. If the result of this subtraction is less than 0, then the Shortall Energy Repayment
Price is O. If the result of this subtraction is greater th an, the current Contract Year's
average Net Energy Purchase Price as described in this paragrah, then the Shortfall
Energy Purchase Price shall be equal to current Contract Year's average Net Energy
Purchase Price.
7.5 Shortfall Energy Repayment Amount-
7.5.1 Amount due for Shortall Energy that occurs prior to the Operation Date - An
accumulation of each day's Shortall Energy multiplied by the Shortall Energy
Repayment Price for each day of the preceding month.
7.5.2 Amount due for Shortall Energy that occurs afer the Operation Date has been
established for this Facility - Current year's Shortfall Energy multiplied by the Shortall
Energy Repayment Price.
7.6 Shortfall Energy Repayment Schedule -
7.6.1 Repayment schedule for all Shortall Energy amounts that are due to Shortfall Energy
prior to the Operation Date - No later than 15 days following the end of each month,
Idaho Power wil calculate the previous month's Shortall Energy Repayment Amount.
The Seller shall pay any Shortall Energy Repayment Amounts to Idaho Power within 10
business days ofIdaho Power presenting a biling for payment to the Seller.
7.6.2 Repayment schedule for all Shortall Energy amounts that are due to Shortfall Energy
afer the Operation Date has been established for this Facility - No later than 30 days
following the end of a Contract Year, Idao Power wil calculate the previous Contract
Year's Shortall Energy Repayment Amount. The accumulated Shortall Energy
Repayment Amount wil then be offset in equal monthly amounts against the next 36
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611512011
monthly Net Energy payments to the Seller. An anual interest rate of 7.8% wil be
applied to the unamortized balance of the accumulated Shortall Energy Repayment
Amount at the end of each month. The Seller may at any time pay Idao Power the
outstanding balance of the accumulated Shortfall Energy Repayment Amount, including
any interest that has accumulated. Within 10 business days of the date of temiination of
this Agreement, Idaho Power wil calculate any Shortall Energy Repayment Amount due
to Idaho Power, including any unpaid balances from previous Contract Yeas and any
Shortfall Energy Repayment Amount due for the most recent Contract Year. The Seller
!Iall pay any unpaid prior Contrct Year s Shortfall Energy Repayment Amount to Idaho
Power within 10 business days of Idaho Power presenting a biling for payment to the
Seller.
7.7 Payment Due Date - Energy payments to the Seller wil be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation ofthe monthly Net Energy actually
produced by the Seller's Facility and delivered to Idaho Power as specified in Appendix A.
ARTICLE VIII: ENIRONMNTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renwable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facilty.
ARTICLE IX: TRANSMISSION AGRElvIENT
9. i Transmission Agreement - The Seller wil arange iind pay for the delivery of Net Energy over
the facilities of the Transmitting Entity(s) (Oregon Trails Electric Consumers Cooperative) to the
Point of Delivery. The delivery of Net Energy from the Facility to the Idaho Power Point of
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Delivery shall be in accordace with the temis and conditions of a Transmission Agreement
between the Seller and the Transmitting Entities.
9.2 Acceptance of Transmission Agreement - This Agreement is expressly conditioned and
contingent upon Idaho Power's acceptance of the Transmission Agreement. Such acceptance wil
not be unreasonably withheld. A default by Seller under the Transmission Agreement wil be a
i
Material Default under this Agreement.
9.3 Losses - Idaho Power wil only purchase the Net Energy that is delivered by the Transmitting
Entity to Idaho Power at the Point of Delivery. Losses wil be calculated as provided in
Appendix B of this Agreement.
9.4 Required Transmission Agreement provisions for Facilties not located within the Idao Power
Electrical System Control Area ~
If the Facility is not located within the Idaho Power Electrical System Control Area, the
following requirements must be contained within the Transmission Agreement (s);
9.4.i Scheduling and delivery of Net Energy - The Transmission Agreement !Iall
include provisions that require the Transmitting Entity(s) to schedule and deliver
the Facility's energy to Idaho Power in accordance with indust standad
Western Electricity Coordinating Council (WECC) scheduling processes and
procedures.
9.4.2 Energy Reserve Requirements - The Transmitting Entity(s) wil provide all
generation reserves as required by the WECC and/or as required by any other
governing agency or industr standard to deliver the Net Energy to the specified
Point(s) of Delivery.
9.4.3 Documentation - Seller and/or the Transmitting Entity will provide Idaho Power
with monthly documentation in a fomi acceptable to Idaho Power showing the
amount of energy scheduled and delivered to Idaho Power on an hourly bases.
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ARTICLE X: RECORDS
10.1 Maintenance of Records - Seller shall maintai at the Facility or such other location mutually
acceptable to the Paries adequate total generation (kWh), Net Energy, Station Use and maximum
generation (kW) records in a form and content recommended by Idaho Power.
10.2 Inspection - Either Pary, afer reasonable notice to the other Pary, shall have the right, during
nomial business hours to inspect and audit any or all generation (kWh), Net Energy, Station Use
and maximum generation (kW) records peraining to the Sellets Facilty.
ARTICLE XI: OPERATIONS
11.1 Communications - Idaho Power, the Transmitting Entity and the Seller shall maintain appropriate
operating communications through Idao Power's Designated Dispatch Facility in accordance
with Appendix A ofthis Ageement.
11.2 Energy Acceptance -Idaho Power shall be excused from accepting and paying for Net Energy
produced by the Facility and delivered by the Transmitting Entity on behalf of the Seller to the
Point of Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho
Power detemiines that curtailment, interruption or reduction of Net Energy deliveries is necessar
because of line constuction or maintenance requirements, emergencies, electrical system
operating conditions on its system or as otherwise required by Prudent Electrical Practices. If, for
reasons other than an event of Force Majeure, Idaho Power requires such a curtailment,
interruption or reduction of Net Energy deliveries for a period that exceeds twenty (20) days,
beginning with the twenty-first day of such interruption, curtalment or reduction, Seller wil be
deemed to be delivering Net Energy at a rate equivalent to the pro rata daily average of the
amounts specified in paragraph 6.2. Idaho Power wil notify Seller when the inteiruption,
curtailment or reduction is temiinated.
11.3 Scheduled Maintenance - On or before Januar 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility and/or Transmitting Entity
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maintenance for that calendar year and Idaho Power, Seller and the Transmitting Entity !Iall
mutually agree as to the acceptability of the proposed schedule. The Paries' determination as to
the acceptabilty of the Seller's timetale for scheduled maintenance wil tae into consideration
Prudent Electical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Pary shall unreasonably withhold acceptace of the proposed maintenance
schedule.
11.4 Maintenance Coordination - The Seller, Idaho Power and the Transmitting Entity shall, to the
extent practicaL, coordinate their respective line and Facility maintenance schedules such that they
occur simultaneously.
11.5 Contact Prior to Curtailment - Idaho Power wil make a reasonable attempt to contact the Seller
and/or the Transmitting Entity prior to exercising its rights to curtail, interrupt or reduce
deliveries from the Transmitting Entity from the Seller's Facility. Seller and the Transmitting
Entity understand that, in the case of emergency circumstances, real time operations of the
electrical system, and/or unplaned events Idaho Power may not be able to provide notice to the
Seller or the Transmitting Entity prior to interrption, curtailment, or reduction of electrical
energy deliveries to Idaho Power.
11.6 Increase in Nameplate Capacity - If the Seller increases the Nameplate Capacity of the Sellers
Facility as described in paragraph 7.3 of this agreement to be greater than the Maximum Capacity
originally provided by the Seller, the Seller must provide Idaho Power with verifiable
documentation from both the Transmitting Entity and the Idaho Power delivery business unit that
clearly indicates that the Transmitting Entity is capable and wiling to deliver the increased
quantity of energy to Idaho Power and that the Idaho Power delivery business unit is able to
accept the increased quantity of energy at the designated Point of Delivery. This documentation
must be accepted and approved by Idaho Power prior to the Transmitting Entity delivering any
energy to Idaho Power that exceeds the original Maximum Capacity as estlished within this
Agreement.
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ARTICLE XI: REIABILITY MANAGEMENT SYSTEM
If the Facility is not located within the Idaho Power Electrical System Control Area, the Seller wil be
required to comply with the Reliabilty Management processes of the control area operator having control
of the specific location of the Facilty and this Aricle XI wil not apply. If the Facility is located within
the Idaho Power Control Area, the Seller is required to comply with the following:
12.1 Purpose. In order to maintain the reliable operation of the transmission grid, the WECC
Reliabilty Criteria Agreement sets forth reliabilty criteria adopted by the WECC to which Seller
and Idaho Power shall be required to comply. Seller acknowledges receipt of and understanding
of the WECC Reliability Criteria Agreement and how it perains to the Seller's Facility.
12.2 Compliance. Seller shall comply with the requirements of the WECC Reliabilty Criteria
Agreement, including the applicable WECC reliability criteria set forth in Section IV of Annex A
thereof, and, in the event of failure to comply, Seller agrees to be subject to the sanctions
applicable to such failure. Such sanctions shall be assessed pursuant to the procedures contained
in the WECC Reliabilty Criteria Agreement. Each and all of the provisions of the WECC
Reliability Criteria Agreement are hereby incorporated by reference into this Article XII as
though set forth fully herein, and Seller !Iall for all purposes be considered a Paricipant, and
shall be entitled to all of the rights and privileges and be subj ect to all of the obligations of a
Paricipant, under and in connection with the WECC Reliabilty Criteria Agreement, including,
but not limited to the rights, privileges and obligations set fort in Sections 5, 6 and 10 of the
WECC Reliability Criteria Agreement.
12.3 Payment of Sanctions. Seller shall be responsible for reimbursing Idaho Power for any monetar
sanctions assessed against Idao Power by WECC due to the action or inaction of the Seller,
pursuant to the WECC Reliabilty Criteria Agreement. Seller also shall be responsible for
payment of any monetary sanction assessed against the Seller by WECC pursuant to the WECC
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Reliability Criteria Agreement. Any such payment !Iall be made pursuant to the procedures
specified in the WECC Reliabilty Criteria Agreement.
12.4 Transfer of Control or Sale of Generation Facilities. In any sale or transfer of control of any
generation facilities subj ect to this Agreement, Seller shall, as a condition of such sale or transfer,
require the acquiring pary or transferee with respect to the transfered facilities either to assume
the obligations of the Seller with respect to this Agreement or to enter into an agreement with
Idaho Power imposing on the acquiring pary or transferee the same obligations applicable to the
Seller pursuant to this Article XII.
12.5 Publication. Seller consents to the release by the WECC of information related to the Seller's
compliance with this Agreement only in accordance with the WECC Reliability Criteria
Agreement.
12.6 Third Parties. Except for the rights and obligations between the WECC and the Seller specified
in this Aricle XI, this Ageement creates contractual rights and obligations solely between the
Paries. Nothing in this Agreement shall create, as beteen the Parties or with respect to the
WECC: (a) any obligation or liability whatsoever (other than as expressly provided in this
Agreement), or (b) any duty or standard of care whatsoever. In addition, nothing in this
Agreement shall create any duty, liability or standard of care whatsoever as to any other pary.
Except for the rights, as a third-party beneficiar under this Aricle XII, of the WECC against the
Seller for the Seller, no third par shall have any rights whatsoever with respect to enforcement
of any provision of this Agreement. Idaho Power and the Seller expressly intend that the WECC
is a third-party beneficiar to this Aricle XII, and the WECC shall have the right to seek to
enforce against the Seller any provision of this Aricle XII, provided that specific performance
shall be the sole remedy available to the WECC pursuant to Aricle XII of this Agreement, and
the Seller shall not be liable to the WECC pursuant to this Agreement for damages of any kind
whatsoever (other than the payment of sanctions to the WECC, if so construed), whether direct,
compensatory, special, indirect, consequential, or punitive.
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12.7 Reserved Rights. Nothing in the Article XII of this Agreement or the WECC Reliability Criteria
Agreement shall afect the right ofIdaho Power, subject to any necessar regulatory approvaL, to
take such other measures to maintain reliability, including disconnection that Idao Power may
otheiwise be entitled to take.
12.8 Temiination of Article XI. Seller may terminate its obligations pursuant to this Aricle XII:
12.8.1 If afer the effective date ofthis Aricle XII, the requirements of the WECC Reliability
Criteria Agreement applicable to the Seller are amended so as to adversely afect the
Seller, provided that the Seller gives fifteen (15) days' notice of such temiination to
Idaho Power and WECC within forty-five (45) days of the date of issuance of a FERC
order accepting such amendment for filng, provided furter that the forty-five (45) day
period within which notice of temiination is required may be extended by the Seller for
an additional forty-five (45) days if the Seller gives written notice to Idaho Power of such
requested extension within the initial forty-five (45) day period; or
12.8.2 For any reason on one yea's written notice to Idaho Power and the WECC.
ARTICLE XII: INDEMNIFICATION AND INSURANCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnify the other Pary, its
offcers, directors, agents, affiliates, subsidiaries, parent company and employees against all loss,
damge, expense and liability to third persons for injury to or deat of person or injury to
property, proximately caused by the indemnifyng Pary's constuction, ownership, operation or
maintenance of, or by failure of, any of such Pary's works or facilities used in connection with
this Agreement. The indemnifying Pary shall, on the other Pary's request defend any suit
assering a claim covered by this indemnity. The indemnifying Pary shall pay all costs, including
reasonable atorney fees that may be incurred by the other Party in enforcing this indemnity.
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13 .2 Insurance -
13.2.1 If the Facility's Nameplate Capacity as detemiined in paragaph 1.16 of this Agreement
is greater than 200 kW, the Seller !Iall secure and continuously carry the following
insurance coverage:
13.2.1.1 Comprehensive General Liabilty Insurance for both bodily injury and property
damage with limits equal to $1,000,000, each occurrence, combined single limit.
The dedctible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.1.2 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating ofB+ or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of
liabilty reduced without sixty (60) days' prior written notice to Idaho
Power.
13.2.1.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.4 herein
and annually thereafer, Seller shall furnish Idaho Power a certificate of
insurance, together with the endorsements required therein, evidencing the
coverage as set fort above.
13.2.1.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage
required by paragraph 13.2 shall lapse for any reason, Seller wil immediately
notify Idaho Power in writing. The notice wil advise Idaho Power of the
specific reason for the lapse and the steps Seller is takng to reinstate the
coverage. Failure to provide this notice and to expeditiously reinstate or replace
the coverage wil constitute a Material Breach of this Agreement.
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ARTICLE XIV: FORCE MAJEURE
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Pary is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, stomis, wars, hostilities, civil strife, stikes and other labor disturbances,
earquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring afer
the Operation Date, which, by the exercise of reasonable foresight such pary could not
reasonably have been expected to avoid and by the exercise of due diligence, it !Iall be unable to
overcome. If either Party is rendered wholly or in par unable to pedomi its obligations under
this Agreement because of an event of Force Majeure, both Paries shall be excused from
whatever pedomiance is afected by the event of Force Majeure, provided that:
(1) The non-perfomiing Party shall, as soon as is reasnably possible afer the
occurrence of the Force Majeure, give the other Party written notice describing
the pariculars of the occurrence.
(2) The suspension of pedormance 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 Pary which arose before the occurrence causing the
suspension of perfomiance and which could and should have been fully
pedomied before such occurrence shall be excused as a result of such
occurrence.
ARTICLE xv: LIABILITY; DEDICATION
15.1 Nothing in this Agreement shall be constued to create any duty to, any standard of care with
reference to, or any liability to any person not a Pary to this Agreement. No undertaking by one
Pary to the other under any provision of this Agreement shall constitute the dedication of that
Pary's system or any portion thereofto the other Party or to the public or afect the status of
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Idaho Power as an independent public utilty corporation or Seller as an independent individual or
entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Paries are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be constred to create an association, trust, parership or joint
venture or impose a trst or parership duty, obligation or liability on or with regard to either
Pary. Each Pary shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVI: WAIVER
17.1 Any waiver at any time by either Pary of its rights with respect to a Default under this
Agreement or with respect to any other matters arsing in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent Default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENU
18.1 This Agreement shall be constred and interreted in accordance with the laws of the State of
Oregon without reference to its choice of law provisions.
18.2 Venue for any litigation arsing out of or related to this Agreement wil lie in the Distrct Court of
the Ninth Judicial District of Oregon in and for the County of Malheur.
ARTICLE XIX: DISPUTE, DEFAULTS AND REEDIES
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, wil be submitted to the
Commission for resolution.
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19.2 Notice of Default -
19.2.1 Defaults. If either Party fails to perform any of the temis or conditions of this
Agreement (an "Event of Default" or "Default"), the nondefaulting Pary shall cause
notice in writing to be given to the defaulting Par, speciying the manner in which
such Default occurred. If the defaulting Pary shall fail to cure such Default within
the sixy (60) days afer service of such notice, or if the defaulting Par reasonably
demonstrates to the other Pary that the Default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to dilgently
pursue such cure, then, the nondefaulting Party may, at its option, terinate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to Defaults identified in this Agreement as Material Breaches. Material Breaches
must be cured as expeditiously as possible following occurrence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafer for the full temi of this
Agreement, Seller wil provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller fails
to comply, such failure wil be a Material Breach and may only be cured by Seller
supplying evidence that the required insurance coverage has been replaced or reinstated;
19.3.2 Engineer's Ceitifications - Every three (3) years afer the Operation Date, Seller wil
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0 &
M) from a Registered Professional Engineer licensed in the State of Oregon, which
Certification of Ongoing 0 & M shall be in the fomi specified in Appendix C. Seller's
failure to supply the required certificate wil be an Event of Default. Such a Default may
only be cured by Seller providing the required certificate; and
19.3.3 Licenses and Pemiits - During the full temi of this Agreement, Seller shall maintai
comp lian ce with all pemiits and licenses described in paragraph 4.1.1 of this Agreement.
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611512011
In addition, Seller wil supply Idaho Power with copies of any new or additional permts
or licenses. At least every fift Contract Yea, Seller wil update the documentation
described in paragraph 4.1.1. If at any time Seller fails to maintain compliance with the
pemiits and licenses described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure wil be an Event of Default and may only be
cured by Seller submitting to Idaho Power evidence of compliance from the permitting
agency.
19.3.4 Security Requirements - During the full temi of this Agreement, Seller shall maintain the
Security Requirements established in accordace with pargraph 4.1.6. Failure to
maintain these Security Requirements wil be a Material Breach of this Agreement.
19.3.4.1 If the Seller fails to maintain the Security Requirements as specifed in
paragraph 19.3.4 and it is deemed the Seller is in Material Breach of this
Agreement, if the Material Breach is a result of the Seller defaulting on a
Facility constrction loan, the Seller shall provide Idaho Power notice of the
Facility construction loan default. Idaho Power may require the Seller to
provide Default Security to remedy this Material Breach. Upon notice from
Idaho Power to the Seller requiring the Seller to provide Default Security to
remedy this Material Breach, within 10 business days of said notice, the
Seller may provide Idaho Power evidence for review that the Seller has
negotiated satisfactory financial argements with the construction loan
lender that mitigates the Seller's financial risk. Upon review of the Seller's
provided docmentation, if Idao Power determines that the negotiated
financial arragements satisfactorily mitigates the Seller's financial risk,
Idaho Power wil deem this Material Breach to be cured. If Idaho Power
detemiines that the provided documentation does not provide evidence that
the Seller's risk has been satisfactorily mitigated, the Seller wil be required
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to provide Default Security within 5 business days of Idao Power's
notifcation that the Materal Breach has not been aired.
19.3.5 Recoupment of Damages
19.3.5.1 Default Security Available. - If a Default has occurred and has not been
cured and if the Seller has posted Default Security, Idaho Power may draw
upon that security, in accordace with paraph 19.2.1 to satisfy any
damages.
19.3.5.2 Default Security Unavailable - If a Default has occurred and has not been
cured and if Seller has not posted Default Security, or if Idaho Power has
exhausted the Default Security, Idaho Power may collect any remaining
amount owing by; (1) lump sum payment to Idaho Power by the Seller or (2)
partially withholding future payments to the Seller over a reasonable period
of time. Idaho Power and the Seller shall work together in good faith to
establish the reasonable period and monthly amounts, of such withholding so
as to avoid Seller's default on its commercial or financing agreements
necessar for its continued operations of the Facility.
19.3.6 Termination
19.3.6.1 In the event a Default or a Material Breach by the Seller as specifed in this
Agreement results in the temiination of this Agreement and the Seller or a
party substantially the sae as the Seller, subsequently seeks to enter into a
new standard QF contract for this same Facility, then the new stdad QF
contract shall run for the period that the original contract would have run,
and shall contain the same temis, rates and conditions as the original
Agreement.
19.3.6.2 In the event a Default or a Material Breach by the Seller as specified in this
Agreement results in the termination of this Agreement, the Seller shall pay
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Idaho Power daages equal to the positive difference, if any, obtained by
subtracting the Net Energy Purchase Price from the projected forward
Market Energy Cost for 24 months beginning with the next full month afer
the date of temiination multiplied by the Annual Net Energy Amounts.
ARTICLEXX: GOVENMNTAL AUTHORIATION
20.1 This Ageement is subject to the jurisdiction of those governmental agencies having control over
either Pary of this Agreement.
ARTICLE XX: SUCCESSORS AND ASSIGNS
21.1 This Agreement and all ofthe temis and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignment
hereof by either Pary shall become effective without the written consent of both Paries being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any pary which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electric utilty assets, shall automatically, without furter
act, and without need of consent or approval by the Seller, succeed to all ofIdaho Power's rights,
obligations and interests under this Agreement. This aricle shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contrct. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXI: MODIFICATION
22.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Paries
and subsequently approved by the Commission.
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611512011
ARTICLE XX: TAXS
23.1 Each Party shall pay before delinquency all taes and other governental charges which, if failed
to be paid when due, could result in a lien upon the Facilty or the Interconnection Facilties.
ARTICLE XX: NOTICES
24.1 All written notices under this ageement 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:Original document to:
Rady Crockett
Chief Financial Offcer
D.R. Johnson Lumber Company
1991 Pruner Road
POBox 66
Riddle, OR 97469
541-874-8213
541-874-8295 (fax)
email: randyc~drjlumber.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idao Power Company
PO Box 70
Boise, ID 83707
Copy of document to:
Cogeneration and Small Power Production
Idao Power Company
POBox 70
Boise, il 83707
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6115/2011
ARTICLE XXV: ADDITIONAL TERMS AND CONDITIONS
25.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Generation Scheduling and Reporting
Facility and Point of Deliver
Engineer's Certifications
Definition of a Small Cogeneration Facilty or Small
Power Production Facility eligible to receive the
standad rates and stdard contract.
Applicable Prices from Schedule 85Appendix E
ARTICLE XX: SEVERAILITY
26.1 The invalidity or unenforceability of any temi or provision of this Agreement !Iall not afect the
validity or enforceability of any other temis or provisions and this Agreement shall be consted
in all other respects as if the invalid or unenforceable temi or provision were omitted.
ARTICLE XXVII: COUNTERPARTS
27.1 This Agreement may be executed in two or more counterpars, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXVIII: ENTIRE AGREEMENT
28.1 This Agreement constitutes the entire Agreement of the Paries concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Paries concerning the subject matter hereof.
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6115/2011
By
Dated
IN WITNESS WHEOF, The Paries hereto have caused this Agreement to be executed
in their respective names on the dates set fort below:
Idao Power Company
By
Lisa A Grow
Sr. Vice President, Power Supply
(P.iØ"J Dated
"Idaho Powet'
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Co-Gen Co, LLC
/'2~
1~¥4ý ~(;-; cP
6h3/2Ð(!l, z,
"Seller"
6115/2011
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REORT FOR PROÆCTS
LOCATED WITHI THE IDAHO POWER ELECTRICAL SYSTEM CONTOL ARA
At the end of each month, the following required documentation wil be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, ID 83707
The Meter readings required on this report wil be the reading on the Meter Equipment measring the
Facility's Net Energy delivered by the Transmitting Entity to the Idaho Power electrical system and/or
any other required energy measurements to adequately administer this Agreement. If the Metering
Equipment is not located at the point which is able to measure the exact energy deliveries to the Idaho
Power electrical system, then the metered energy amounts wil be adjusted to account for electrcal Losses
occurring between the metering point and the point which the energy is delivered to the Idaho Power
electrical system.
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611/2011
Idaho Power Company
Cogeneration and Smal Power Production
MONlHLY POWE PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address
ZipCity
Meter Number:
End of Month kWh Meter Reading:
Begnning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record~~,M
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance ofIPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
i
2
3
4
5
6
7
State
Facllit
Outnut
Station
Usage
*Reason
Phone Number:
Station
Usage
Metered
J.faum Generation
kW
Net Geeration
Breaker Closing Record
Date ~Meter
I hereby certiiy that the above meter readings are
true and correct as of Midnight on the last day of the
ab ove month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
- 35-
Date
6115/2011
A-2 ROUTINE REPORTING FOR PROÆCTS WITHIN THE IDAHO POWER ELECTRCAL
SYSTEM CONTROL ARA.
Idaho Power Designated Dispatch Facility contact infomiation
Daily Energy Production Reporting
All projects with a Nameplate Capacity of 1 MW or greater shall:
Call daily by 10 am., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
. Project Identification - Project Name and Project Number
. Current Meter Reading
. Estimated Generation for the current day
. Estimated Generation for the next day
IfIdaho Power detemiines that adequate generation data is available for this Facility's
daily generation, Idaho Power may modify these reporting requirements
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
. Project Identification - Project Name and Project Number
. Approximate time outage occurred
. Estimated day and time of project coming back online
Seller's Contact Infomiation
Name:
Telephone Number:
Cell Phone:
John Redfield
541-874-2231
541-643-8970
Project On-site Contact information
Telephone Number: 541-874-2231
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6/1512011
A-3 MONTHLY POWER PRODUCTION AND SWITCHNG REORT FORPROÆCTS
LOCATED OUTSIDE OF TH IDAHO POWER ELECTCAL SYSTE CONTROL ARA.
a.) The Transmitting Entity will schedule and deliver the Facility's Net Energy to the Idaho
Power electical system at the Point of Delivery in accordance with the electrical industy
standad WECC scheduling and deliver processes. As specified in paragaph 9.4 the Seller
and/or the Transmitting Entity shall irovide Idao Power with monthly documentation
indicating the hourly energy scheduled and delivered to Idaho Power. This documentation
wil be reconciled with Idaho Power records of energy scheduled and received from this
Facility. In the event a discrepancy exists between the Idao Power records and the Seller I
Transmitting Entity documents, Idao Power records wil be considered to be accurate until
such time as Idaho Power, the Seller and the Transmittig Entity mutually agree on an
aclustment to the Idaho Power records.
b.) The Seller shall submit to Idaho Power a Monthly Power Production And Switching Report
i
as specified in Appendix A-I of this Agreement. The meter readings on this report shall be
the meter readings at the actual Facility measuring the actual energy deliveries to
Transmitting Entity at the Facility.
A-4 ROUTINE REPORTING FOR PROÆCTS OUTSIDE OF THE IDAHO POWER
ELECTRCAL SYSTEM CONTROL ARA.
The Seller and Transmitting Entity shall maintain appropriate communications with the Idaho
Power Designed Dispatch Facility in compliance with electric industry standard WECC energy
scheduling processes and procedures.
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611512011
APPENDIXB
FACILITY AN POINT OF DELIVERY
PROÆCT NO. 12618100
Co-Gen Co, LLC
B-1 DESCRITION OF FACILITY
A wood waste (biomass) generation unit comprised of a single Alpha boiler with stea
production capability of 135,000 lbslhr at 425 PSIG, coupled with a General Electric turbine
generator with a Nameplate Capacity rating of 9.375 MW. The primary source of fuel being the
wood waste from the adjacent Prairie Wood Products mil and other sources.
B-2 LOCATION OF FACILITY
The Facility is located in Section 2, Township 13.5, Range 33E, Grant County, Oregon. The
Facility is adjacent to the Prairie Wood Products Mil in Prairie City, Oregon on Highway 26,
approximately 100 miles west of Ontario, Oregon.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected July 1,201 i as the estimated Scheduled First Energy Date.
Seller has selected July 1, 2011 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facilty and completion
of all requirements in pargraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAX CAPACITY AMOUNT:
This value will be 10 MW. This value is the maximum energy (MW) that potentially could
be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time
and wil be consistent with the designed capacity of the Facility.
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61151011
B-5 POINT OF DELIVEY
The West John Day Substation is the point on the Idaho Power electical sysem where the Sellers
Facility's Net energy is delivered by the Trasmittg Entity to the Idao Power electrcal system.
B-6 LOSSES
a. For Facilities within the Idaho Power Electcal System Control area - If the Idaho Power
Metering equipment is capable of measrig the exact energy deliveries by the Transmitting
Entity on behalf of the Seller to the Idaho Power electical system at the Point of Delivery, no
Losses wil be calculated for this Facility. If the Idao Power Metering is unable to measure
the exact energy deliveries by the Trasmitting Entity on behalf of the Seller to the Idaho
. Power electical system at the Point of Delivery, a Losses calculation wil be established to
meare the energy losses (kWh) between the Seller's Facility and the Idaho Power Point of
Delivery. This loss calculation wil be initially set at 2% of the kWh energy production
recorded on the Facility generation metering equipment. At such time as Seller provides
Idaho Power with the electrical equipment specifications (transfomier loss specifications,
conductor sizes, etc) of all of the electrical equipment between the Facility and the Idaho
Power electrical system, Idaho Power wil confgure a revised loss calculation formula to be
agreed to by both paries and used to calculate the kWh Losses for the remaining temi of the
Agreement. If at anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idao Power may
adjust the calculation and retroactively adjust the previous months kWh loss calculations.
b. For Facilities outside of the Idaho Power Electrical Control area - Idaho Power wil only pay
for Net Energy that is scheduled and delivered by the Transmitting Entity to the Point of
Delivery. All energy Losses between the Facility and the Point of Deliver will be borne by
either the Transmitting Entity or the Seller.
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6115/2011
B-7 INTERCONNCTION FACIITIES
The Seller and Transmitting Entity !Iall constct, operate and maintain the Facility and all
interconnection and protection equipment in accordance with Prudent Electrical Practices, the
National Electric Safety Code and any other applicable local, state and federal codes
B-8 METERNG AND TELEMlRY
a. For Facilties located within the Idaho Power Electrcal System Control Area
Metering Equipment - At the minimum the Metering Equipment and Telemetry equipment
must be able to provide and record hourly energy deliveries by the Transmitting Entity to the
Point of Delivery and any other energy measurements required to administer this Agreement.
Telemetry Equipment - At the minimum the Telemetry Equipment must be able to provide
Idaho Power with continuous instantaneous telemetr of the Facility's energy deliveries to
the Transmitting Entity. The Seller wil arrange for and make available at Seller's cost, a
communications circuit acceptable to Idaho Power, dedicated to Idaho Power's use to be used
for load profiling and another communications circuit dedicated to Idaho Power's
communication equipment for continuous telemetering of the Facility's energy deliveries to
the Transmitting Entity to Idaho Power's Designated Dispatch Facility.
All costs including but not limited to actual equipment, installation, engineering, monthly
communication circuit fees, operations and maintenance wil be the responsibility of the
Seller.
b. For Facilties located outside of the Idaho Power Electrcal System Control Area
Metering Equipment - At the minimum the Metering Equipment must be able to provide and
record hourly energy deliveries by the Facility to the Transmitting Entity and any other
- 40-
6115/2011
energy measurements required to administer this Agreement.
Telemetry Equipment - If Telemetry Equipment is required by the Transmitting Entity and
the Transmitting Entity and Idaho Power detemiine that it is required that Idao Power have
access to the automated data. The Seller !Iall be responsible for all costs associated with
providing the automated telemetr dat to Idaho Power.
Specific Metering and Telemetry details
BPA RMS Meter No. 2260 located at the Co-Gen Co. Facility wil record the hourly energy
generated by the Co-Gen Co. Facility. Meter No. 2260 is owned and wil be maintained by
Oregon Trail Electric Consumers Cooperative. The Bonnevile Power Administation wil
access and record data from Meter No. 2260 on a daily basis usig its existing cell phone
dial-in capability. The data from Meter No. 2260 is posed on the Bonnevile Power
Administration website and is available to Idaho Power delivery unit. Idaho Power delivery
unit wil make this infomiation available to Idao Power power supply unit.
Idaho Power wil apply a meter correction factor of 0.992633 in order to determine the
amount of Net Energy delivered to the West John Day Substation for purchase from Co-Gen
Co pursuant to the temis of the Energy Sales Agreement.
Co-Gen Co. and Idaho Power delivery unit wil coordinate to install the necessary telemetr
equipment to directly input the Generation of the Co-Gen Co. Facility into the Idaho Power
energy management system. The necessar telemetry equipment wil be installed, at Co-
Gen Co.'s expense, on a schedule mutually agreed by Co-Gen Co. and Idaho Power delivery
unit. The required telemetry equipment should be installed as soon as possible, but need not
be installed before the Operation Date specified in the Energy Sales Agreement. If the
- 41-
61112011
necessary telemetry equipment is not installed by the Operation Date, then Idaho Power
delivery unit wil rely on infomiation from the existing revenue meter.
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6115/2011
APPENDIXC
ENGINR'S CETIFCATION
OF
OPERTIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
, hereinafer collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Oregon.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafer "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafer referred to as
the "Project."
4. That the Project, which is commonly known as the is locaed in
Section , Township , Range County,
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrcal energy
to Idaho Power for period of years.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
- 43-
6115/2011
Project's producing at or near the design electrical output, effciency and plant factor for a period of
years.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineets representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
- 44-
6115/2011
APPENDIXC
ENGINEER'S CETICATION
OF
ONGOING OPERTIONS AND MAINTNANCE
The undersigned , on behalf of himself and
hereinafer collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Oregon.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafer "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafer referred to as the
"Project" .
4.That the Project, which is commonly known as the , is located at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a period of years.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy,
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project wil continue producing at or near its design electrical output, effciency and plant factor for the
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6115/2011
remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stam)
Date
- 46-
611512011
APPENDIXC
ENGINEER'S CERTIICATION
OF
DESIGN & CONSTRUCTON ADEQUACY
The undersigned on behalf of himself and
, hereinafer 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
Oregon.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafer "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafer
referred to as the "Proj ect".
4. That the Project, which is commonly known as the Project, is
located in Section _ Township , Range County,
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical
energy to Idaho Power for a L- year period.
6. That Engineer has substantial experience in the design, constrction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and constrction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyace system, Seller
furni!Ied Interconnection Facilities and other Project facilities and equipment.
- 47-
611512011
9. That the Project has been constrcted in accordance with said plans and specifications, all
applicable codes and consistent with Prdent Electrical Practices as that temi is described in the
Agreement.
10. That the design and constction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordace with the
temis of the Agreement and with Prudent Electrical Practices for a __ ( ) year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, tre and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P .E. Stap)
Date
-48-
611512011
APPENDIXD
DEFINITION OF A SMALL COGENATION FACIITY
OR
SMALL POWER PRODUCTION FACILITY
ELIGIBLE TO RECEIVE TH STANAR RATES AND STANAR CONTRACT
A Qualifying Facility (either a small power production facilty or a cogeneration facility) ("QF') wil be
eligible to receive the standard rates and stdard contract if the nameplate capacity of the QF, together
with any other electric generating facilty using the same motive force, owned or controlled by the same
person(s) or afiliated person(s), and located at the same site, does not exceed 10 MW.
Definition of Person(s) or Mfiiated Person(s):
As used above, the temi "same person(s)" or "afliated person(s)" means a natural person or persons or
any legal entity or entities sharing common owner!Iip, management or acting jointly or in concert with or
exercising influence over the policies or actions of another person or entity. However, two facilities wil
not be held to be owned or controlled by the same person(s) or afliated person(s) solely because they are
developed by a single entity. Furthemiore, two facilities wil not be held to be owned or controlled by the
same person(s) or afliated person(s) if such common person or persons is a "passive investor" whose
ownership interest in the QF is primarly related to utilzing production tax credits, green tag values and
MACRS depreciation as the primary owner!Iip benefit. A unit of Oregon local government may also be
a "passive investot' ifthe local governmental unit demonstrates that it wil not have an equity ownership
interest in or exercise any control over the management of the QF .and that its only interest is a !Iare of
the ca!I flow from the QF, which share wil not exceed 20%. The 200/0 cash flow share limit may only be
exceeded for good cause shown and only with the prior approval of the Commission.
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6/1512011
Definition or Same Site:
For purposes of the foregoing, generating facilities are considered to be located at the same site as the QF
for which qualification for the standad rates and standard contract is sought if they are located within a
five-mile radius of any generating facilties or equipment providing fuel or motive force associated with
the QF for which qualification for the standard rates and standard contract is sought.
Shared Interconnection and Infrastucture:
QFs otherwise meeting the above-described separate ownership test and thereby qualified for entitlement
to the standard rates and standard contract wil not be disqualified by utilizing an interconnection or other
infrascture not providing motive force or fuel that is shared with other QFs qualifying for the stadard
rates and standard contract so long as the use of the shared interconnection complies with the
interconnecting utility's saety and reliability standards, interconnection contract requirements and
Prudent Electrical Practices as that term is defined in the interconnecting utility's approved standard
contract.
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611512011
APPENDIXE
COPY OF APPLICABLE PRICES FROM SCHEDULE 85
- 51-
6115/2011
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINA SHEET NO. 851
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
RECEIViD
MAR 0 12010
AVAILABILITY
PUC
Utility Program
Servic under this schedule is available for power delivered to the Compi;ny's control area within th State of
Orego.
APPLICABILITY
Seice under this schedule is applicable to any Seller that:
1. Owns or operates a Qualifying Facility with a Nameplte Capacity rating of 10 MW or less and desires to
sell Energy geerated by the Qualifing Facility to the Company in complianc wi all th terms and
conditons of the Standard Contrct;
2. Meets all applicable requirements of th Company's Genetion Intercnnectin Pros.
For Qualifyng Facilities with a Nameplate Capacit rating greater than 10 MW, a negtiated Non-5tandard
Contrt betwn th Seller and the Company is require.
DEFINITONS
Energy means the electic energy, expresse in kWh, generte by the Qualifng Faclity and deliverd by the
Seller to the Company in accrdance with the coditions of this schedule and the Standard Contrct. Energy is
meaured net of losses and Station Use.
Geneti Interconecion Proces is the Company's genetion interneon applicatin and engineering
review proc developed to ensure a safe and reliable generation interconeon in complianc with all
applicable regulator requirements, Pruent Electrical Practce and natinal saety standards. The Generaion
Interconnection Proces is manged by the Company's Delive Business Unit.
Heat Rate Converion Factr is 7,100 MMBTU divided by 1,000.
Intermittent descrbes a Qualifng Facility that produces electica energy frm the use of wind, solar or run of
river hydro as the prime mover.
losses are the loss of elecric energy occurring as a result of the trnsformatio and transmission of electric
eney from th Qualifng Facilty to the Point of Delivery.
Nameplate Capacity means th full-load electrical quantities assigned by the designer to a generator and its
prime mover or other piece of electrical equipment, such as transformers and circuit breakers, under standardized
conditions, expressed in amperes, kilovolt amperes, kilowatt, volts, or other appropriate units. Usually indicated
on a nameplate attched to the individual machine or device.
Non-5tandard Contract is a negotiated contract between any Seller that owns or opertes a Qualifng Facilit
with a nameplate capacity rating greater than 10 MW and desires to sell Energy generated by the Qualifng
Facility to the Company. The starting point for negotiation of price is the Avoided Cost Components established
in this schedule and may be modifed to address specifc factors mandated by federal and state law, including
1. The utilitys system cost data;
Issue by IDAHO POWER COMPANY
By John R. Gale, Vic President, Regulatory Affirs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and afer:
March 1, 2010Advice NO.1 0..2
IDAHO POWER COMPANY
P.U .C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-2
SCHEDULE 85
COGENERATION AND SMAll POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
RECEIViD
MAR 0 12010
PUC
Utilty program
DEFINITONS (Continue)
2. The availabilty of capacity or energy from a Qualifyng Facilit during the system daily and sesonal peak
periods, including:
a. The abilty of the utlity to dispatch th qualifng fality;
b. The exped or demonstrte reliabilit of th qualifng falit;
c. The ters of any contrct or oth legally enforcable obligatin, including the duraion of the
obligation, terminatin notice requirement and sancons for non-compliance;
d. Th extent to which scheduled oues of the qualifng facilty can be uslly cooinated wit
scheduled ouges of th utlity's facilit;
e. The useulnes of enegy and capa supplied fro a qualifyng facilit during system
emergeci, including its abilit to sete it load fro it geertion;
f. The indMdual and aggate value of ener and capac from qualifyng facilities on the electric
utilty's sysem; and
g. The smalle capacit incements an the shor lead times available with additions of capacity
from qualifying facilities; and
3. The reationship of the availabilit of energy or capaty from the Qualifying Facilit to the ability of the
elecic utility to avoid costs, including the deferl of capacity additions and the reduction of fossil fuel
use; and
4. The cots or savings resulting from varitions in line losse from the that would have existed in the
absence of purchases from a Qualifng Facilit, if the purcasing elecc utilty generated an equivalent
amount of energy itsel or purchased an equivaent amount of electric energy or capacity.
Non-Standard Contrac is a negotiated contract between any seler that owns or operates a Qualifying Facility
with a Nameplate Capaity rating greater than 10 MW and desires to sell Energ generted by the Qualifing
Facilty to the Company. The guidelines for negotiating a Non-tandard Contract are more specifcally described
later in this schedule in Guidelines for Negotiation of Powe Purchases Agreements for Qualifing FacUities with
Nameplate Capacity of 10 MW or Larger.
Point of Delivery is the location where the Company's and the Seller's electrical facilties are Inter-connected or
where the Company's and the SeJlets host transmission provider's electical facilties are interconnected.
Prudent Elecical Practices are those practice, methods and equipment that are commonly used in prudent
electrical engineering and operations to operate electric equipment lawfully and with safety, dependabilit,
effciency and ecnomy.
PURPA means the Public Utilty Regulatory Policies Act of 1978.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
Advice No. 10-02
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and afer:
March 1, 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-3
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
RECEIVED
MAR 0 12010
puc
Utilty Program
DEFINITONS (Continued)
qualifng Facilty or QF is a cogeneration failit or a small po producton facilit which mees the PURPA
criteria for qualifcation set forth in Subpart B of Part 292, Subchapter K, Chapter I, Title 18, of the Code of
Federal Regulations.
Seasonality Factor is the fato used in deterining the seasonal purchase price of energy. The applicable
factor are:
73.50% for Season 1 (March, April, May);
120.00% for Season 2 (July, August, Novembe, Dember);
100.00% for Season 3 (June, September, Ocobe, January, Febrary).
~ is any entity that owns or operates a Qualifng Facility and desires to sell Energy to th Company.
Standard Cotrct are the pro fonna Energ Sale Agreements the Company maintains on file wi the Public
Utility Commission of Oregon for Interit and non-intermitent onsystem Qualifng Faclities and Interittent
and nonntermitent of-system Qualifyng Facilti, with a Nameplte Capacit of 10 MW or less.
Station Use is elect energy used to operte the Qualifng Faclit which is auxilia to or direct reated to the
generation of eleccity and which, but for th genertion of elecity, would not be consumed by the Seller.
QUALIFYING FACILIT INFORMATION INQUIRY PROCESS
There are two separate procese required for a Seller to deliver and sell energy from a Qualifng Facilty to the
Copany. These processes may be completed separately or simultaneosly.
1. Genertion Internnecon Procs
All generation project physically interconneng to the Company's electrical system, regrdless of size,
loction or ownership, must succssfully coplete the Generation Interconnection Process prior to the
project delivering energy to the Company. A complete descrption of the Small Generator Interconnetion
Procedures, the Interconnection Application and Company contact information is maintined on the Idaho
Power website at ww.idahopoer.com. or Seller may contact the Company's Delivery Business Unit at
1-208-388-2658 for further infonnation.
All generation projects delivering power under the off-system Enegy Sales Agreement must successlly
complete a comparable Genertion Interconnection Process with the Seller's host interconnection
provider and transmission provider.
2. Enegy Sales Agreement
To begin the procss of completing a Standard Cotrt or negotiating a Non-Standard Contrt, for a
proposed project, the Seller must submit to the Company a reuest for an Energy Sales Agreement. All
requests wil be procssed in the order of reeipt by the Company.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise,ldaho
OREGON
Issued: July 31, 2009
Effectve with Serice
Rendered on and after:
March 1, 2010Advice No. 10..2
ORIGINAL SHEET NO. 85-
SCHEDULE 85
COENERATION AND SMAL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Cotinue)
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS (ContinuedO
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27
RECEIVED
MAR 0 12Ò\O
pUC
Utilty program
a. Communications
2. Energy sales Agrement (Continued)
Unless otherise direced by the Compâny, all communications to the Company regarding an
Energy Sales Agrement should be dire in wrng as follows:
Idaho Powe Company
Conertin and Small Power Producon
PO Box 70
Bose, Idaho 83707
b. Proceures
i. Th Company's apped Ene sales Agreement may be obtaine from the
Company's websit at http://ww.idahopowr.com or if the Selle is unable to obtain it
from the website, the Company will send a coy within 10 business days of a wrtten
reuest.
ii. In order to obtain a project spc draft Energy Sales Agrement the Seller must provi
in writig to the Company, geerl prect information require for the copletion of an
Energy Sales Agrent. incuding. but not limited to:
a)
b)
c)
d)
e)
f)
g)
h)
Date of request
Company I Organization that wil be the contracting part
Contrt notication information including name, address and telephone number
Vericon that the Qualifng Facility meets the "Eligibility for Standard Rates
and Contr criteria
Copy of the Qualifng Faciltys QF certficae
Coy of the FERC licese (applicable to hydro projec only)Location of th proposed project including geneal area and specifc legal
proper description
Description of the proposed project including specifc equipment models, tyes,
sizes and cofigurations
Type of project (wind, hydro, geothermal etc)
Nameplate capacity of the propoed prjec
Schedule 85 pricing option seleced
Desired term of the Energy Sales Agreement
Annual net energy amount
Maximum capaciy of the Qualifing Facilty
Estimated first energy date
Estimated operation date
Point of Delivery
Status of the Generation Interconnection Process
i)
j)
k)
I)
m)
n)
0)
p)
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Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise. Idaho
Advice No. 10-02
OREGON
Issued: July 31,2009
Effective with Service
Rendered on and afer:
March 1. 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27
RECEIVE.D
ORIGINAL SHEET NO.8&-5
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS (Continued)
MAR 0 12010
PUC
Utilty program
b. Procdures (Continued)
iii. The Company shall proide a dra Energy Sales Agreeent when all inforatn
described in Parph 2 above has been received in writing from th Seller. Within 15
business days following rept of all inforatin required in Paraap 2, the Copany
wßl provide the Seile with a dra Energy Sales Agreement Including curr standard
avoided cost pr andor other optional pricing mechanisms as approved by the Oreon
Public Utilit Commisio in this Schedule.
iv. The Company will repond wiin 15 business days to any writen commen and
propols tht the Seler provides in response to the dra Energy saes Agreen.
v. If th Seller desir to proc with the Energy Sales Agreement afer reviewng the
Company's draft Ener Sales Ageement, It may request in writing that the Company
prepare a final dra Energy Sales Agrement. In connection with such requet, the Selermust prde the Copany with an updated status of the Genertion Interconen
Procss which indictes that the Seiles provided information (i.e. first ene date,
optin date, etc.) are realistilly attainable and any additional or clariie projectinformation that the Company reaably determine to be necsar for the prepatin
of a fina draf Energy Sales Agreement. Once the Company has reved the wrn
request for a final draft Energ Sales Agrmen and all additional or clarif projec
information that the Company resoably determines to be necsary for the prepartion
of a fina draft Enegy Sales Agreeent, th Company wil prvie Seler with a final dra
Energy Sale Agrment wihin 15 business days.
vi. After reviewing the final dra Energy Sales Agrment, the Seler may eith prepare
anothe set of writen coments and prposals or approve th final dra Energy Sales
Agreement. If the Seller prepares wrtten comments and proposals, the Company will
respond within 15 business days to those coments and prposals.
vii. When both partes are in full agrement as to all terms and conditions of the final draft
Energy Sales Agreement, the Company will prepare and ford to the Seller witin 15
business days a final exectable version of the Energy Sales Agreement. Once the
SeJler executes the Energy Sales Agreement and returns all copies to the Company, the
Company will execute the Energy Sales Agrement. Following the Company's exection
a completely executed coy will be reurned to the Seller. Prces and other ters and
conditions in the Energy Sales Agreement wil not be final and binding until the Energy
Sales Agreement has been executed by both partes.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affirs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and afer:
March 1, 2010Advice No. 10-02
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27
AVOIDED COST COMPONENTS
FIRST REVSED SHEET NO 85-
CANCELS
ORIGINA SHEET NO. 85-
SCHEDULE 85
COGENERATION AND SMAL POWER
PRODUCTION STANDARD
CONRACT RATES
(Contnue)
RECEIVED
NOV 1 2 iQiO
P U "
Utilty Program
The Avoide Cost Components are calclate based upo the Surrogate Avoided Resource methdoloy (SAR)
for determining the Company's standard avOided co.
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
Caoa Cost(millsI)
37.72
38.29
38.87
39.46
40.05
40.66
41.27
41.89
42.53
43.17
43.82
44.49
45.16
45.84
46.54
47.24
47.96
48.69
49.43
50.18
50.94
51.71
52.50
53.30
54.11
54.93
55.76
56.61
57.48
58.35
Fue Cos(mills/)
42.10
49.49
51.33
53.04
54.24
54.60
54.95
56.73
58.15
59.64
61.70
63.40
64.47
67.81
69.44
70.86
72.21
73.20
74.05
74.69
74.91
76.18
76.96n.82
78.60
79.45
80.23
81.08
81.86
82.64
Issued by IDAHO POWER COMPANY
By Gregory W said, General Manager. Regulatory Affirs
1221 West Idaho Street, Boise, Idaho
Advice No. 10-18
OREGON
Issued: November 9,2010
Effecve with Service
Rendered on and after:
December 15, 2010
(C)
(C)
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27
RECEIVED
ORIGINAL SHEET NO. 85-7
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Contnue)
MAR 0 12010
PUC
Utilty Program
NET ENERG PURCHASE PRICE
The Company will pay th Seller monthy, for each kWh of Enegy delivered and acced at the Point of Deiver
during th preceding calendar month, in accordance with the Standard Contract, an amount determined by the
Seller's choice of one of the following options:
Option 1 - Fixed Pri Method
Net Energy Purchae Price =
On-peak = (Fuel Cot + Capacity Cost) X Seasonality Facor
Of-peak = Fuel Cot X Seasonalit Factor
whee
Fuel Cot and Capcity Cost are the Avoided Cot Compoents establishe in this schule for the
applicable calendar year of th actual Net Energy deliverie to th Company.
Option 2 - Dead Band Met
Net Enegy Purcha Pr =
On-k = (AGPU + Capacit Cost) X Seasonality Fact
Of-pek = AGPU X Seasonalit Factor
Actual Gas Price Used (AGPU) =
90% of Fuel Cost if
Indxed Fuel Cost is less than 90% Fuel Cot; else
110% of Fuel Cost if
Inded Fuel Cost is greater than 110% Fuel Cost; else
Indexed Fuel Cost
where
Fuel Cost and Capacit Cost are the Avoied Cost Components established in this scheule for th
applicble calendar year of the actual Net Energy deliveries to the Company, and
Indexed Fuel Cost is the applicable weighted monthly average index price of nalral gas at Sumas
multiplied by the Heat Rate Conversion Facor.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affirs
1221 West Idaho Street, Boise,ldaho
Advice No. 10-02
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and after:
March 1, 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
RECÈIViD
MAR 0 12010
PUC
Utilty Program
NET ENERGY PURCHASE PRICE (Continued)
Option 3 - Gas Maet Method
Ne Enery Purcas Pr =
On-pk = (AGPU + Capacit Cot) X Seaonality Factor
Of-peak = AGPU X Seasonalit Factor
Actual Ga Price Used (AGPU) = Indexed Fuel Cost
whe
Capacty Cost is the Avoided Cot Coponent establishe in this schedule for th applicble calendar
year of the actual Net Energ deiver to the Company, and
Indexed Fuel Co is th applicable weighted monthly average index price of naural gas at Sumas
multiplied by th Heat Rate Coversion Factor.
MISCELLAEOUS PROVISIONS
Insurance
Qualifying Faclites wi a Nameplate Capacity of 200 kilowtts or smaller are not reuired to prvie evidence of
liabilty insuranc.
GUIDELINES FOR NEGOTITION OF POWER PURCHASE AGREEMENTS .
FOR QFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LAGER
1. The Company will not Impoe terms and coditions beyond what is standard practice. Th Edison Electric
Instite master agreement and the Company's Standard Corats are useul startng points in
negtiating QF agrements.
2. The Copany wil provide an indictive pricing proposal for a QF that plans to provide firm energy or
capacity and chooses avoided cost rates calculated at the time of the obligation. The Company will
provide an indictive pricing proposal witin 30 days of reipt of the information the Company reuires
from the QF. The proposal may inçlude other terms and conditions, tailored to the individual
characteristics of the proposed project. The avoided cost rates in the indictive pricing proposal wil be
based on the following:
a. The starting point for negtiations is the avoided cost calclated under the modeling methodology
approved by the Idaho Public UtDities Commission for QFs over 10 MW, as refined by the Oregon
Public Utilty Commission to incorporte stochastic analyses of electric and natural gas pri,
loads, hydro and unplanned outages.
b. Th prospective QF may request in writng that the Company prepare a draft power purchase
agreement to serve as the basis for negotiations. The Company may require additional
information from the QF necessary to Prepare a draft agreement.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and after:
March 1, 2010Advice No. 1O~02
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-9
SCHEDULE 85
COGENERATION AND SMAL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTITION OF POWER PURCHASE AGREEMENTS
FOR QFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LAGER (Connued)
RECEIViD
MAR 0 12010
PUC
Utiliy Program
c. Witin 30 days of receiving the required information, the Copany will provide a draf power
purchase agreeent cotaining a comprhensive set of prop ters and conditions.
d. The OF must submit in writng a statement of its intention to begin neotiations with the Company
and may include writn comments and prposals. The Company is not obligated to begn
netiations until it receives writen notificatio frm th QF. The Company will not unreaonablydelay negtitions and will respond In go faith to all propols by the OF.
e. When the partes have agreed, the Company wil prepare a final version of the cont wihin 15
business days. A contra is not final and binding until signed by both partes.
f. At any time afr 60 days frm th date the OF has prvied its wri notification pursuant to
paraph d., the OF may file a complaint wih the Oregon Public Utlit Comission asking the
Commissio to adjudicate any unreed contr terms and coditons.
3. OFs have the unilateral right to seec a cont lengt of up to 20 yers fo a PURPA contct The
contrt lengt seeced by the OF may impact oth contrctal issues including, but not limited to, the
avoided cost deterination with respect to that OF.\
4. The Company should consider the OF to be providing firm energ or capacity if th contract requires
deliver of a specif amount of energy or capacit ove a speifd ter and incudes sancts for non-
complianc under a legally enforceable obligation. The Company shall not determine that a OF provides
no capacity value simpl beuse the Company did not select it through a competiive bidding pros.
For a OF providing firm energy or capacity
a. The Company and the QF should negotiate the time periods when the OF may schedule outages
and the adance notifcation requirement for such outages, using provisions in the Company's
paral requirements tarif as guidanc.
b. The OF should be required to make best effort to meet its caacity obligations during Company
system emerencies.
c. The Company and the OF should negtiate security, default, damag and termination provisions
that keep the Company and its ratepayers whole in the event the OF fails to meet obligations
under the contrt.
d. Delay of commerial operation should not be a cause of termination if the Company determines
at the time of contract execution that it wil be resourcesuffcient as of the OF on-line date
specified in the contrct; however, damages may be appropriate.
e. Lack of natural motive force for teting to prove commercial operation should not be a cause of
termination.
f. The Company should include a provision in the contract tht states the Company may require a
OF terminated due to its default and wishing to resume selling to th Company be subject to the
terms of the original contract until its end date.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affirs
1221 West Idaho Street, Boise, Idaho
Advice No. 10-02
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and afer:
March 1, 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-10
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATE
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS WITH A NAMEPLATE CAPACIT OF 10 MW OR LAGER (Continued)
RECEIVED
MAR 0 12010
PUC
Utility Program
5. An -as avanable- obligation for deliv of energ, including deliveries in excess of Nameplate Capacity or
the amount comitt in the QF cotr, should be treaed as a non-firm comitment. Non-firm
commitents should not be subjec to minimum deliver requirement, default damages for construction
deay or under--elivery, defult damage for the QF chooing to terminate the contract early, or defult
serity fo these purpos.
6. For QFs unable to establish creditwortiness, th Company must at a minimum allow the QF to choose
either a letter of credit or cash escrow fo providing deault senty. When deterining secunty
requirements, the Company should take into accunt the risk asociated wi the QF based on such
factor as it size and tye of supply comiten.
7. When QF rates are bas on avoide cots calcated at the time of delivry, the Company should use
day.hed on- and of-pek maret index pri at th approe market hub(s).
a. For QFs proiding firm energ or capacity tht chooe this optin, avoided cot rates should be
based on day-ahead maret index pr fo firm purcas.
b. For QFs providing energy on an -as avaUable- basis, avoided cot rate should be baed on day-
. ahead market index price for non-firm purcses.
8. The Company should not make adjustmens to standard avoided cot rates other than those approved by
the Oregon Public Utility Commision and consistent with thes guidelines.
9. Th Company should make adjustments to avoided cots fo reliabilty on an expeced forward-looking
basis. The Copany should design QF rates to provide an incetie for th QF to achieve th contracted
level and timing of energy deliverie.
10. The Company should make adjustments to avoided cots for dispatchabilit on a probabilstic, forwrd-
looking basis.
11. If avoided cost rates for a QF are calculated at the time of the obligation and the Company's avoided
resource is a fossil fuel plant, the Company should adjust avoided cost rates for the resource deficiency
per to take into account avoided fossil fuel price risk.
12. Avoided cost rates for wind QFs should be adjusted for integtion cost estimates based on studies
conducted for the Company's system, unless the QF contrts for integration services with a third par.
a. The Company should use the most recent integration cost data available, consistent with its
evaluation of competitvely bid and self-build wind resources.
b. The portn of integration costs attributable to reserves cots should be based on the diference in
such costs between the wind QF and the Company proxy plant.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
Advice NO.1 0..2
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and after:
March 1, 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-11
.RECEIWD
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDAR
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LARGER (Continued)
MAR 0 12010
pUC
Utilty Program
c. The Company should base first-yer intetin cots on the acal level of wind resrces in the
control area, plus the propose QF. Integration cots for yers two through five of the cotrct
should be based on the expected level of wind resrce in the cotrol area each yer, including
the new resource the Company expes to ad. Integration cots should be fixed at the year-five
level. adjusted for infation, for the remainder of th life of the wind projects in the control area.
d. The Compay is prohibited from using a long-nge planning target for wind resources as the
basis for interation costs. Howeer, if the Company is subject to near-term targets under a
mandatory Renewble Porlio Standard, the Company may base its integration cots on the
level of renewble resources it must acquire over the next 10 yea.
e. In determining integtion cots, th Company shold make reasonable estimate regarding the
portion of reneable reurces to be acuired tht wil be interittent resourc.
13. The Company should adjust avoided cot rates for QF line loses relate to the Company proxy plant
based on a proximity-based approach.
14. Th Company should evaluate whether there are poential savings due to trnsmissio and distrbuton
system upgrades that can be avoided or defer as a reult of the QFs location relative to the Company
proxy plant and adjust avoided cost rates accrdingly.
15. Th Company should not adjust avoided cot rates for any distrbutin or transmission system upgres
nee to accpt QF power. Such cots should be separately charge as part of the inteconnectionproc.
16. The Copany shold not adjust avoided cot rates based on it determination of the additional cot it
might incur for any debt imputation by a credit rating agency.
17. Regarding Surplus Sale and Simultaneos Purchase and Sale:
a. . QFs may either contract with the Company for a .surplus sale" or for a .simultaneous purchase
and sale" provided. however, that the QFs seection of eithe such contractual arrangement shal
not be inconsistent with any retail tarif provision of the Company then in efec or any agreeent
between the QF and the Company;
b. The two sale/purchase arrangements desribe in paragraph 17. a will be available to QFs
regardless of whther they qualif for standard contrcts and rates or non-standard contracts and
rates, however the .simultaneous purchase and sale" is not available to QFs not directly
connected to the Company's electrcal system;
c. The negotiation parameters and guidelines should be the same for both sale/purchase
arrangements described in paragph 17. a; and
d. The avoided cost calculations by the Company do not require adjustment solely as a result of the
selecion of one of the sale/purchase arrangements described in paragraph 17.a., rather than the
other.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affirs
1221 West Idaho Street. Boise, Idaho
Advice No. 10-02
OREGON
Issued: July 31, 2009
Effecive with Serice
Rendered on and afer:
March 1, 2010