20110804Lime Wind, OR PURPA Agreement.pdf

DONOVAN E. WALKER
Lead Counsel
dwalker~idahopower.com
ø¡IDA~PO~
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: Lime Wind 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 Lime Wind LLC and Idaho Power Company ("Idaho
Powet'). Because this 3 megawatt wind 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.
ý~tJ~
Donovan E. Walker
DEW:csb
Enclosure
cc: Donald L. Howell, ", IPUC (w/encl.)
Rick Sterling, IPUC (w/encl.)
Randy C. Allphin, IPC (w/encl.)
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, 10 83707
ec(Ç~~
Aricle
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OREGON STANAR
ENERGY SALES AGREEMENT
(Intermttent Resource)
BETWEEN
IDAHO POWER COMPAN
AN
LIME WIN LLC.
TABLE OF CONTENTS
TITLE
Defitions
No Reliance on Idao Power
Warties
Conditions to Acceptance of Energy
Ter and Operation Date
Puchase and Sale of Net Energy
Puchase Price and Method of Payment
Environmental Attrbutes
Records
Operations
Indemnfication and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes, Default and Remedies
Governental Authorization
Successors and Assigns
Modification
Taxes
Notices
Additional Ters and Conditions
Severabilty
Counterars
Entire Agreement Signatues
Commission Investigation
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
RECEfl!r:t'l!,..i.i
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ENERGY SALES AGREEMENT
INERMITTENT RESOURCE
(10 MW or Less)
Lime Wind Energy Project
Project Number: 12618200
?f~TIS AGREEMENT is entered into on this 0-'day of December, 2010 between
LIME WIN LLC. (Seller), and IDAHO POWER COMPAN, an Idaho corporation (Idaho Power),
hereinafter sometimes referred to collectively as "Paries" or individually as "Par."
WITNSSETH:
WHREAS, Seller wil design, constrct, own, maintain and operate an electrc generation
facility; and
WHREAS, Seller wishes to sell, and Idaho Power is wiling to purchase, electrc energy
produced by the Seller's Facilty.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Anual Net Energy Amount" -Net Energy that the Seller estimates the Facilty wil deliver to
Idaho Power at the Point of Delivery for one Contract Year. The Seller shall use all available
information (equipment characteristics, resource characteristics and data, Facilty design, etc) to
accurately estimate the Anual Net Energy Amounts. Ths Anual Net Energy Amount as
specified in paragraph 6.2.1 wil be used to calculate the Shortfall Energy quantities within this
Agreement.
1.2 "Cash Escrow Security" - Has the meanng set out in paragraph 4.1.6.1.
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1.3 "Commssion" - The Oregon Public Utilty Commssion.
1.4 "Contract Year" - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereafter.
1.5 "Default Securty" - A dollar amount computed by the annual on peak hour multiplied by the
on peak price less off peak price) multiplied by Anual Net Energy Amount divided by 8,760
where the on peak price and off peak price are the prices specified in the Schedule 85 option the
Seller has selected in paragraph 7.1 of this Agreement
1.6 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power
1.7 "Facility" - That electrc generation facility descrbed in Appendi B of this Agreement
1.8 "First Energy Date" - The day commencing at 0001 hours, Mountai Time, following the day that
Seller has satisfied the requirements of Aricle N and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.9 "Generation Interconnection Process" - Idao Power's generation interconnection application
and engineerig review process developed to ensure a safe and reliable genertion
interconnection in compliance with all applicable regulatory requirements, Prudent Electrcal
Practices and national safety standads.
1.10 "Intermttent Resource" - a Facilty that produces electrcal energy from the use of wind, solar or
ru of river hydro as the prie mover.
1.11 "Letter of Credit Securty" - Has the meaning set out in pargrph 4.1.6.2.
1.12 "Losses" - The loss of electrical energy expressed in kilowatt hour (kWh) occurrng as a result
of the trnsformation and trasmission of energy between the point where the Facility's energy is
metered and the point the Facilty's energy is delivered to the Idaho Power electrcal system. The
loss calculation formula wil be as specified in Appendix B of ths Agreement.
1.13 "Lost Net Energy Production" - Estimate of kWh's of Net Energy production that were - not
delivered due to lack of Sufficient Prime Mover, Force Majeure or scheduled maintenance.
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Calculation of the amount of Lost Net Ener Production wil be based upon the verfiable
duration (hours) of the event causing the Lost Net Energy Production to occur multiplied by the
generation capacity (kW) level that the Facility was achievig imediately precedig the event.
1.14 "Market Energy Cost" - The weighted average ofthe daily on-peak and off-peak Dow Jones
Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-fir energy. If the Dow Jones
Mid-Columbia Index price is discontinued by the reporting agency, both Paries wil mutually
agree upon a relacement index, which is simlar to the Dow Jones Mid-Columbia Index. The
selected replacement index wil be consistent with other simlar agreements and will be an index
commonly used by the electrical industry.
1.1 5 "Material Breach" - A Default (paragraph 18.2.1) subjectto paragraph 18.2.2.
1.16 "Mechanical Availability" - The percentage amount resulting from the calculation of the
Facility's actual monthly Net Energy deliveries divided by the Facility's calculated Net Energy
deliveries. Calculated Net Energy deliveries are determed by multiplyig the Nameplate
Capacity of the Facility by the total hour in the applicable month minus the Station Use as
defmed in paragraph 1.28 and the Lost Net Energy Production.
1.17 "Mechanical Availabilty Guarantee" shall be as defied in paragraph 6.4
1.18 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prie mover or other piece of electrical equipment, such as transformers 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 machie
or device..
i .19 "Net Energy" - Electric energy produced by the Facilty, less Station Use and Losses, expressed
in kilowatt hour (kWh) that is less than or equal to the Nameplate Capacity. Seller commts to
deliver all Net Energy to Idaho Power at the Point of Delivery for the full term of the Agreement.
1.20 "Operation Date" - The day commencing at 0001 hour, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
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1.21 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.22 "Prudent Electrical Prctices" - Those practices, methods and equipment that are commonly and
ordinarly used in electrical engineerg and operations to operate electrc equipment lawfuly,
safely, dependably, effciently and economically.
1.23 "Schedule 85" - Idaho Power's Oregon Tarff No E-25, Schedule 85 in effect as of the effective
date of this Agreement.
1.24 "Scheduled Operation Date" - The date specified in Appendi B when Seller anticipates
achieving the Operation Date.
1.25 "Season" - The three perods identified in Schedule 85.
1.26 "Senior Lien" - Has the meaning set out in pargraph 4.1.6.3.
1.27 "Shortfall Energy" - Prior to the Operation Date, Shortfall Energy shall be equal to the Anual
Net Energy Amount specified in pargraph 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 Surlus
Energy. If this calculation results in a value less than 0 then the result shall be O.
1.28 "Station Use" - Electric energy that is used to operate equipment that is auxilar or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
in the Mechanical Availabilty calculation, the previous perod's actual Station Use wil be used
as a basis.
1.29 "Step-In Rights" - Has the meanig set out in pargraph 4.1.6.4.
1.30 "Suffcient Prie Mover" means prime mover (i.e. wind speed, water quantity or solar quantity)
that is equal to or greater then the generation unt's manufactuer-specified mium levels
required for the generation unit to produce energy.
1.31 "Surlus Energy" - (1) All Net Energy produced by the Seller's Facilty and delivered by the
Facility to the Idaho Power electrical system that exceeds the Nameplate Capacity of the Facilty.
Deliveries above the Facility's Nameplate Capacity solely for the purose of accommodating
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hourly scheduling in whole MW s by a thid party trnsmission provider shall not be considered to
be Surlus Energy as described withi this paragraph 1.31 item 1 or (2) Al Net Energy produced
by the Seller's Facilty and delivered by the Facilty to the Idao Power electrcal system prior to
the Operation Date.
1.32 "Total Cost of the Facility" - The total cost of structures, equipment and appurenances.
ARTICLE II: NO RELIACE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and reresents to Idao Power that in enterig
into this Agreement and the undertakg by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of perormg hereunder and has not relied upon the
advice, experience or expertise of Idao Power in connection with the trasactions contemplated
by this Agreement.
2.2 Seller Independent Experts - All professionals or expes including, but not limted to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertg the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARIES
3.1 No Waranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by Idaho
Power and Idaho Power makes no warties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limted to, safety,
durabilty, reliabilty, strength, capacity, adequacy or economic feasibility.
3.2 Qualifyg Facilty Status - Seller warants that the Facilty is a "Qualifyng Facilty," as that term
is used and defined in 18 CFR 292.201 et seq. Seller's failure to maintain the Facility and
operations of the Facilty in a maner consistent with the intial Qualfyg Facilty certificate wil
be a Material Breach of this Agreement. Idaho Power reserves the right to review the Seller's
Qualifyng Facility status and associated support and compliance documents at anytime during
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the term of this Agreement.
3.2.1 IfIdaho Power's obligation to purchase energy from a "Qualifyg Facility," as that term
is defined in 18 CFR 292.201 et seq. or ORS 758.505(8), is repealed or otherise
termnated, this Agreeent wil remain in full force and effect uness state or federal law
mandates termination of this Agreement.
3.3 FERC License (only applies to hydro projects) - Seller warrts that Seller possesses a valid
license or exemption from licensing from the Federal Energy Regulatory Commission (nFERcn)
for the Facility. Seller recognzes that Seller's possession and retention of a valid FERC license
or exemption is a material par of the consideration for Idaho Power's execution of this
Agreement. Seller wil take such steps as may be required to maintain a valid FERC license or
exemption for the Facility durig the term of this Agreement, and Seller's failure to maintain a
valid FERC license or exemption wil be a material breach of this Agreeent.
3.4 Eligibility for Standad Rates and Contract
3.4.1 Intial Qualification - Seller warts that the Seller's Facility meets the defitions
contained in Appendix D, "DefIntion of a Small Cogeneration Facility or Small Power
Production Facilty Eligible to Receive the Standad Rates and Stadad Contrct" of this
Agreement approved by the Commssion at the time this Agreement is executed and is
therefore eligible for standard rates and the standard contrct. Upon request from Idaho
Power, the Seller wil provide Idao Power with documentation verfyg the ownership,
management and fiancial structue ofthe Facilty in reasonably suffcient detail to allow
Idaho Power to make an initial determation of whether or not the Facility meets the
described criteria for entitlement to the standad rates and standard contract as defied in
AppendixD.
3.4.2 Ongoing Qualification - Seller warts that the Seller wil not make any changes in its
ownership, control or management durig the ter of this Agreement that would cause it
to be ineligible for standad rates and a stadard contract in compliance with the
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Appendix D approved by the Commssion at the time this Agreement is executed. Seller
wil provide, upon request by Idaho Power not more frequently than every 36 months,
such documentation and inormation as may be reasonably required to establish Seller's
continued compliance with the Defintion in Appendix D. Idaho Power agrees to tae
reasonable steps to maintai the confdentiality of any portion of the above-described
documentation and inormation that the Seller identifies as confidential except Idaho
Power wil provide all such confidential inormation to the Public Utilty Commssion of
Oregon upon the Commssion's request.
3.4.3 Qualification Dispute - Any dispute concerng the Seller's entitlement to the stadard
rates and standad contract shall be presented to the Commssion for resolution.
3.4.4 Seller warts that the Facility is an Intermttent Resource.
ARTICLE N: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the Firt Energy Date and as a condition of Idao Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, perts or approvals necessar for Seller's
operations have been obtaied from applicable federl, state or local authorities,
including, but not lited to, evidence of compliance with Subpar B, 18 CFR 292.201 et
seq.
4.1.2 Nameplate Capacity Determination - Submit to Idao Power such data as Idaho Power
may reasonably require to confir the manufacturer's Nameplate Capacity rating of the
Facilty. Such data wil include but not be limited to, equipment specifications, power
factor assumptions, and any other data that would allow Idaho Power to verify the
manufactuer's nameplate rating of ths Facilty. Upon receipt ofthis information, Idaho
Power wil review the provided data and if necessar, request additional data to complete
the verification process within a reasonable time.
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4.1.3 Engineer's Certifications - Submit an executed Engieer's Certification of Design &
Constrction Adequacy and an Engieer's Certification of Operations and Maintenance
(O&M) Policy. These certificates wil be in the form specified in Appendix C but may
be modified to the extent necessar to recognze the different engineerig disciplines
providing the certificates.
4.1.4 Insurance - Submit written proof to Idao Power of all insurce required in Aricle XI.
4.1.5 Interconnection - Provide written proof to Idaho Power that all Generation
Interconnection Process requirements have been completed. The entire completed
Generation Interconnection Process, includig, but not limted to, the equipment
specifications and requirements wil be included by reference in this Agreement.
4.1.6 Securty Requirements - Provide Idao Power with commercially reasonable
representations and waranties and other documentation to determe the Seller's
creditworthiness. Such documentation would include, at a minium, that the Seller is
curent on existing debt obligations and has not been a debtor in a banptcy preceding
within the preceding two yeas. Upon receipt of this information, Idao Power will
review the provided data and, if necessar, request additional data and/or will provide
written confiration or rejection of the provided data withi a reasonable time. In lieu of
providing evidence of acceptable creditwortness, the Seller may provide Idao Power
with commercially reasonable securty instrents such as Letter of Credit, Senior Lien
Rights, Step-In-Rights, Cash Escrow Securty as those terms are defined in this
Agreement or other forms of liquid financial securty that would provide readily available
cash to Idaho Power in the Event of a Default under ths Agreement. The value of these
securty instrments shall at the minium be equal to the Default Security as defined in
paragraph 1.5 of ths Agreement.
4.1.6.1 Cash Escrow Securty - Seller shall deposit fuds in an escrow account
established by Idaho Power in a bankng institution acceptable to both
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4.1.6.2
4.1.6.3
4.1.6.4
Paries equal to, the Default Securty. Such sum shall ea interest at the rate
applicable to money market deposits at such bang intitution from time
to time. To the extent Idaho Power receives payment from the Default
Securty, Seller shal, withi fifteen (15) days, restore the Default Security
as if no such deduction had occured.
Letter of Credit Securty - Seller shall post and maintain in an amount equal
to the Default Securty: (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to Idao Power in its discretion, or (b) a
Letter of Credit in favor of Idaho Power. To the extent Idao Power receives
payment from the Default Securty, Seller shall, withi fifteen (15) days,
restore the Default Securty as if no such deduction had occured.
Senior Lien - Before the Scheduled Operation Date, Seller shall grant Idaho
Power a senior, unsubordited lien on the Facilty and its assets as securty
for performance of ths Agreement by executing, acknowledging and
deliverig a securty agreement and a dee of trst or a mortgage, in a
recordable form (each in a form satisfactory to Idao Power in the
reasonable exercise of its discretion). Pending delivery of the senor lien to
Idaho Power, Seller shall not cause or pert the Facility or its assets to be
burdened by liens or other encumbraces that would be superior to Idao
Power's, other than workers', mechanics', suppliers' or simlar liens, or tax
liens, in each case arsing in the ordinar course of business that are either
not yet due and payable or that have been released by means of a
performance bond posted withi eight (8) calendar days of the
commencement of any proceeding to foreclose the lien.
Step-in Rights (Operation by Idao Power Following Event of Default of
Seller).
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4.1.6.4.1 Prior to any termation of this Agreement due to an Event of
Default of Seller, as identified in pargraph 18.2, Idao Power
shall have the right, but not the obligation, to possess, assume
control of, and operate the Facility as agent for Seller (in
accordace with Seller's rights, obligations, and interest under
this Agreement) durg the perod provided for herein. Seller
shall not grant any person, other than the lendig 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 Idao Power's
right under this paragraph 4.1.6.4.
4.1.6.4.2 Idaho Power shall give Seller ten (l0) calendar days notice in
advance of the contemplated exercise of Idaho Power's rights
under this pargraph 4.1.6.4. Upon such notice, Seller shall
collect and have available at a convenent, central location at
the Facility all documents, contracts, books, manuals, reports,
and records required to construct, operate, and maintai the
Facilty in accordace with Prudent Electrical Practices. Upon
such notice, Idaho Power, its employees, contractors, or
designated thid paries shall have the unestrcted right to enter
the Facility for the purose of constrcting and/or operating the
Facilty. Seller hereby irevocably appoints Idaho Power as
Seller's attorney-in-fact for the exclusive purose of executing
such documents and takng such other actions as Idao Power
may reasonably deem necessar or appropriate to exercise
Idaho Power's step-in rights under this paragrph 4.1.6.4.
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4.1 .6.4.3 Dung any period that Idaho Power is in possession of and
constrcting and/or operating the Facility, no proceeds or other
monies attributed to operation of the Facilty 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 Dug any period that Idao Power is in possession of and
operating the Facility, Seller shall retain legal title to and
ownership of the Facility and Idao Power shall assume
possession, operation, and control solely as agent for Seller.
a) In the event Idaho Power is in possession and control of the
Facility for an inter period, Seller shall resume operation
and Idaho Power shall relinquish its right to operate when
Seller demonstrates to Idao Power's reasonable
satisfaction that it wil remove those grounds that originally
gave rise to Idaho Power's right to operate the Facilty, 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
the Facility for an interim period, the Facility Lender, or
any nomiee or transferee thereof, may foreclose and take
possession of and operate the Facility and Idao Power
shall relinquish its right to operate when the Facility Lender
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or any nominee or trsferee thereof, reuests such
relinquishment.
4.1.6.4.5 Idaho Power's exercise of its rights hereunder to possess and
operate the Facility shall not be deemed an assumption by Idao
Power of any liability attributable to Seller. If at any time after
exercising its rights to take possession of and operate the
Facility Idaho Power elects to retu such possession and
operation to Seller, Idaho Power shall provide Seller with at
least fifteen (15) calenda days advance notice of the date Idao
Power intends to retu 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 wrtten confiation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confiation shall be
provided within a commercially reasonable time following the Seller's request and wil
not be uneasonably withheld by Idaho Power.
ARTICLE v: TERM AN OPERATION DATE
5.1 Ter - Subject to the provisions of pargraph 5.2 below, this Agreement shall become effective
on the date fit wrtten and shall continue in full force and effect for a perod of twenty (20)
Contract Years from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facilty has achieved all of the
following:
a) Achieved the First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe maner.
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c) Seller has requested an Operation Date from Idao Power in a written format.
d) Seller has received wrtten confiation from Idao Power of the Operation Date.
Ths confiration will not be unasonably withheld by Idao Power.
5.3 If the Seller fails to achieve the Operation Date with 30 days of the Scheduled Operation Date,
Seller wil reimburse Idaho Power for any Shortfall Energy Repayment Amount accruing from 30
days following the Scheduled Operation Date until the Seller achieves the Operation Date. Such
reimburement sha be determed in the maner described in paragraph 7.4, 7.5 and 7.6 of this
Agreement.
5.4 Seller's failure to achieve the Operation Date withi ten (10) months of the Scheduled Operation
Date wil be an Event of Default.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Par's perormance is excused as
provided herein Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idao
Power at the Point of Delivery.
6.2 Anual Net Energy Amount - Seller intends to produce and deliver Net Energy in the following
annual amount:
6.2.1 Anual Net Energy Amount: 7,800,000 kWh
6.2.2 Seller's Adjustment of Anual Net Energy Amounts
6.2.1.1 No later tha the Scheduled Operation Date, by written notice given to Idaho
Power in accordance with paragraph 23.1, the Seller may revise the previously
provided Anual Net Energy Amount.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any two
consecutive Contrct Year in an amount equal to at least ten percent (10%) of the Anual Net
Energy Amount specified in pargrph 6.2 shall constitute an Event of Default.
6.4 Mechanical Availability Guarantee - The Facility shall achieve a miimum montWy Mechancal
Availabilty of 75% durng each month of the fist Contract Year and 85% for all other months
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durg the term of this Agreement. Failure to achieve the mium montWy Mechanical
Availability shall constitute an Event of Default.
6.4.1 At the same time the Facilty provides the Monthly Power Production and Switchig
Report, (Appendix A) the Facilty shall provide and certify the Facility's calculation of
the curent months Mechaical Availability. The Facility shall include with this
calculation a sumar of prie mover records (i.e. wind speeds, water conditions, and
solar conditions), force majeure and scheduled maintenance inormation that was used to
calculate the curent month's Mechancal Availabilty.
6.4.2 The Facilty shall maintain detailed documentation supporting its calculation of the
Facility's Mechancal Availabilty. These records wil be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechancal Availabilty at reasonable times at the Seller's
offices.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Net Energy Puchase Price - The Seller has selected option ~from Schedule 85 as the basis
for determining the purchase price durg the first 15 Contract Years of this Agreement. For all
Net Energy delivered to Idaho Power after the first 15 Contract Years and for the remaing term
of this Agreement, the Seller has selected option ~ from Schedule 85 as the basis for
determing the purchase price. The Seller may not select Option 1, Fixed Price Method, for any
Contract Years past the first 15 Contract Years. 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 durg on-peak and off-peak hours as defined by the North American Electric
Reliability Council (NERC). Based on Seller's selected options, Appendix E specifies the
purchase prices to be paid under this Agreement.
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7.2 Surlus Energy Price - For all Surlus 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-fir energy. The price paid wil depend on when the Surlus
Energy was delivered to Idao Power. If the Dow Jones Mid-Columbia Index price is
discontinued by the reorting agency, both Parties wil mutually agree upon a replacement index,
which is simlar to the Dow Jones Mid-Columbia Index. The selected replacement index wil be
consistent with other simlar agreements and will be an index commonly used by the electrical
industry.
7.3 Increase in Nameplate Capacity - If the Seller increases the Nameplate Capacity of the Seller's
Facility as a result of increased prime mover, refurbishig equipment, upgradig equipment,
reconfgution of equipment, operation modifications, or by any means other th installing
additional generation unts, then the Nameplate Capacity as defined in pargraph 1.18 shall be
revised to match this increased Nameplate Capacity rating. If the increase in Nameplate Capacity
results in the Nameplate Capacity ofthe 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 frction of Net Energy Idaho Power Company and Seller
shall agree to a new negotiated rate. Seller shall be responsible for ensurig that any planed
increase in the Nameplate Capacity or the maximum instantaneous capacity of the Facilty
complies with Seller's Interconnection Agreement, Trasmission Agreement and any other
relevant agreements.
7.4 Shortfall Energy Repayment Price -
7.4.1 Price to be applied to all Shortfall Energy that occur prior to the Operation Date - If the
curent 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 Idao Power on that
day if the Facility had achieved it Operation Date, the Shortfall Energy Repayment Price
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wil be deterined by subtrcting the curent day's Market Energy Cost from the cuent
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 pargrph, then the Shortfall
Energy Purchase Price shall be equal to curent day's Net Energy Purchase Price.
7.5 Shortfall Energy Repayment Amount -
7.5.1 Amount due for Shortfall Energy that occurs prior to the Operation Date - An
accumulation of each day's Shortfall Energy multiplied by the Shortfall Energy
Repayment Price for each day of the precedig month.
7.6 Shortfall Energy Repayment Schedule-
7.6.1 Repayment schedule for all Shortfall 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 Shortfall Energy Repayment Amount.
The Seller shall pay any Shortfall Energy Repayment Amounts to Idaho Power with 10
business days of Idaho Power presenting a billing for payment to the Seller.
7.7 Payment Due Date - Energy payments to the Seller wil be disbursed withi 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy actually
produced by the Seller's Facility and delivered to Idaho Power as specified in Appendix A.
ARTICLE VII: ENVIRONMENTAL ATTUTES
8.1 Idaho Power waives any claim to ownerhip of Envionmental Attbutes. Envionmental
Attributes include, but are not limted to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Cerificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
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ARTICLE IX: RECORDS
9.1 Maintence of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Paries adequate tota generation, Net Energy, Station Use and maximum
generation (kW) records in a form and content recommended by Idao Power.
9.2 Inspection - Either Par, after reasonable notice to the other Party, shall have the right, durg
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use and
maximum generation (kW) records pertaing to the Seller's Facility.
ARTICLE X: OPERATIONS
10 .1 Communcations - Idao Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordace with
Appendix A of this Agreement.
10 .2 Energy Acceptance -
10.2.1 Idao Power shall be excused from accepting and payig for Net Energy produced by the
Facilty and delivered by the Seller to the Point of Delivery, if it is prevented from doing
so by an event of Force Majeure, or if Idaho Power determes that curailment,
interrption or reduction of Net Energy deliveries is necessar because of line
constrction or maintenance requirements, emergencies, electrcal system operating
conditions on its system or as otherwise required by Prudent Electrcal Practices. If, for
reasons other than an event of Force Majeure, Idao Power requires such a curilment,
interrption or reduction of Net Energy deliveries for a period that exceeds twenty (20)
days, begiing with the twenty-first day of such interrption, curailment or reduction,
Seller wil be deemed to be deliverig Net Energy at a rate equivalent to the pro rata daily
average of the amount specified in paragrph 6.2. Idaho Power wil notify Seller when
the interrption, curailment or reduction is termated.
10.2.2 If, in the reasonable opinon of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
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equipment, personnel or serce to its customers, Idao Power may physically interrpt
the flow of energy from the Facility as specified with the Generation Interconnection
Process or take such other reasonable steps as Idaho Power deems appropriate.
10.3 Scheduled Maintenace - On or before Januar 31 of each calenda yea, Seller shall submit a
written proposed maintenance schedule of significant Facilty maintenance for that calenda year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Paries' deteration as to the acceptabilty of the Seller's timetable for scheduled
maintenance wil take into consideration Prudent Electrical Prctices, Idao Power system
requiements and the Seller's prefered schedule. Neither Pary shall uneasonably withhold
acceptance of the proposed maintenance schedule.
10.4 Maintenace Coordination - The Seller and Idao Power shall, to the extent practical, coordinate
their respective lie and Facility maintenance schedules such that they occur simultaneously.
10.5 Contact Prior to Curailment - Idaho Power wil mae a reasonable attempt to contact the Seller
prior to exercising its rights to curail, interrpt or reduce deliveries from the Seller's Facilty.
Seller understands 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 prior to interrption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XI: INEMNIICATION AN INSURCE
11.1 Indemnfication - Each Party shall agree to hold haress and to indemnfy the other Pary, its
offcers, directors, agents, affliates, subsidiares, parent company and employees against all loss,
damage, expense and liabilty to thid persons for injur to or death of person or injur to
property, proxiately caused by the indemnifyg Pary's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemifying Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnty. The indemfyg Pary shall pay all costs, includig
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reasonable attorney fees that may be incured by the other Pary in enforcing ths indemnty.
11.2 Insurance -
11.2.1 If the Facility's Nameplate Capacity as determed in paragraph 1.18 of this Agreement
is greater than 200 kW, the Seller shall secur and continuously car the following
insurce coverage:
11.2.1.1 Comprehensive General Liabilty Insurce for both bodily injur and property
daage with limits equal to $1,000,000, each occurence, combined single limt.
The deductible for such insurance shall be consistent with curent Insurance
Industry Utilty practices for similar propery.
11.2.1.2 The above insurance coverage shall be placed with an insurce company with
an A.M. Best Company rating of B+ 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 limts of
liability reduced without sixty (60) days' prior written notice to Idao
Power.
11.2.1.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.4 herein
and anually thereafter, Seller shall fush Idaho Power a certificate of
insurance, together with the endorsements required therein, evidencing the
coverage as set fort above.
11.2.1.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage
required by pargraph 11.2 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 takg to reinstate the
coverage. Failure to provide this notice and to expeditiously reintate or replace
the coverage wil constitute a Material Breach of this Agreement.
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ARTICLE XII: FORCE MAJEUR
12.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeur" means any cause
beyond the control of the Seller or of Idao Power which, despite the exercise of due diigence,
such Pary is unable to prevent or overcome. Force Majeure includes, but is not limted to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, stres and other labor distubances,
earthquakes, fires, lightnig, epidemics, sabotage, or changes in law or regulation occurg after
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 diigence, it shall be unble to
overcome. If either Pary is rendered wholly or in part unable to perorm its obligations under
this Agreement because of an event of Force Majeure, both Paries shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(l) The non-performng Pary shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Par written notice describing
the paricular of the occurence.
(2) The suspension of perormance shall be of no greater scope and of no longer
duration tha is required by the event of Force Majeure.
(3) No obligations of either Par which arse before the occurence causing the
suspension of perormance and which could and should have been fuly
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XID: LAN RIGHTS
13.1 Seller to Provide Access - Seller hereby grants to Idao Power for the term of this Agreement all
necessar rights-of-way and easements to install, operate, maintain, replace and remove Idao
Power's Meterig Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessar or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warts that it has procured suffcient
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easements and rights-of-way from thd paries so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idao Power's approval and in recordable form.
13.2 Use of Public Rights-of-Way - The Paries agree that it is necessar to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proxity. Therefore, subject to Idao Power's compliance with paragrph
13.4, Seller agrees that should Seller seek and receive from any local, state or federal
governental body the right to erect, construct and maintain Seller-fushed Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any futue use by Idaho Power of such
public right-of-way for construction and/or maintenance of electrc distrbution and transmission
facilities and Idao Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragrph 13.4, Idao Power shal not be required to compensate
Seller for exercising its rights under ths pargrph 13.2.
13.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 13.4, Idao Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilties, may reconstrct Seller's Interconnection Facilties to accommodate Idaho Power's
usage or Idaho Power may construct its own distrbution or transmission facilties along, over and
above any public right-of-way acquired from Seller pursuant to pargraph 13.2, attaching Seller's
Interconnection Facilities to such newly constrcted facilities. Except as required by paragraph
13.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 13.3.
13.4 Conditions of Use - It is the intention of the Paries that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Aricle XII. Therefore, the Paries agree that the exercise by Idaho Power of
any of the nghts enumerated in paragraphs 13.2 and 13.3 shall: (1) comply with all applicable
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laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Paries ar unable to agree on the
method of apportioning these costs, the dispute wil be submitted to the Commssion for
resolution and the decision of the Commission will be binding on the Paries, and (3) shall
provide Seller with an interconnection to Idao Power's system of equal capacity and durability
as existed prior to Idao Power exercising its rights under this Aricle XII.
ARTICLE XW: LIAILITY; DEDICATION
14.1 Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liabilty to any person not a Party to this Agreement. No undertakg by one
Pary to the other under any provision of this Agreement shal constitute the dedication of that
Party's system or any portion thereof to the other Par or to the public or affect the status of
Idao Power as an independent public utilty corporation or Seller as an independent individual or
entity.
ARTICLE XV: SEVERA OBLIGATIONS
15.1 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. Nothig contained
in this Agreement shall ever be construed to create an association, trust, partership or joint
ventue or impose a trst or parnerhip duty, obligation or liability on or with regard to either
Pary. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVI: WANER
16.1 Any waiver at any time by either Party of its rights with respect to a Default under this
Agreement or with respect to any other matters arsing in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent Default or other matter.
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ARTICLE XVII: CHOICE OF LAWS AN VENU
17.1 This Agreement shall be construed and interpreted in accordace with the laws of the State of
Oregon without reference to its choice of law provisions.
17.2 Venue for any litigation arsing out of or related to this Agreement wil lie in the Distrct Cour of
the Ninth Judicial Distrct of Oregon in and for the County of Malheur.
ARTICLE XVID: DISPUTES, DEFAULTS AN REMEDIES
18.1 Disputes - All disputes related to or arising under this Agreement, including, but not limted to,
the interpretation of the terms and conditions of this Agreement, wil be submitted to the
Commission for resolution.
18.2 Notice of Default -
18.2.1 Defaults. If either Pary fails to perform any of the terms or conditions of this
Agreement (an "Event of Default" or "Default"), the nondefaulting Party shall cause
notice in wrting to be given to the defaulting Party, specifyng the maner in which
such Default occur. If the defaulting Par shall fail to cure such Default within
the sixty (60) days after servce of such notice, or if the defaulting Pary reasonably
demonstrates to the other Pary that the Default can be cured withi a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Pary may, at its option, termate this
Agreement and/or pursue its legal or equitable remedies.
18.2.2 Material Breaches - The notice and cur provisions in paragraph 18.2.1 do not apply
to Defaults identified in this Agreement as Material Breaches. Material Breaches
must be cured as expeditiously as possible following occurence of the breach.
18.3 Securty for Performance - Prior to the Operation Date and thereafter for the full ter of this
Agreement, Seller wil provide Idaho Power with the following:
18.3.1 Insurance - Evidence of compliance with the provisions of paragraph 11.2. If Seller fais
to comply, such failure wil be a Material Breach and may only be cured by Seller
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supplying evidence that the required insurce coverage has been replaced or reinstated;
18.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil
supply Idao 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 form specified in Appendix C. Seller's
failure to supply the requird certificate wil be an Event of Default. Such a Default may
only be cured by Seller providing the required certificate; and
18.3.3 Licenses and Permts - Durig the full term of this Agreement, Seller shall maitain
compliance with all perits and licenses described in paragraph 4.1.1 of this Agreement.
In addition, Seller wil supply Idao Power with copies of any new or additiona permts
or licenses. At least every fifth Contract Year, Seller wil update the documentation
described in paragraph 4.1.1. If at any time Seller fails to maintain compliance with the
permits and licenses described in pargraph 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.
18.3.4 Securty Requiements - Durg the full term of this Agreement, Seller shall maintain
the Security Requirements established in accordace with pargraph 4.1.6. Failure to
maintain these Securty Requirements wil be a Material Breach of this Agreement.
18.3.4.1 If the Seller fails to maintain the Securty Requirements as specified in
paragraph 18.3.4 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
Facilty construction loan, the Seller shall provide Idaho Power notice of the
Facility construction loan default. Idaho Power may require the Seller to
provide Default Securty to remedy this Material Breach. Upon notice from
Idaho Power to the Seller requirg the Seller to provide Default Security to
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remedy this Material Breach, with 10 business days of said notice, the
Seller may provide Idao Power evidence for review that the Seller has
negotiated satisfactory financial arangements with the construction loan
lender that mitigates the Seller's financial risk. Upon review of the Seller's
provided documentation, if Idaho Power deteres that the negotiated
financial argements satisfactorily mitigates the Seller's fiancial risk,
Idaho Power wil deem ths Material Breach to be cured. If Idaho Power
determes that the provided documentation does not provide evidence that
the Seller's risk has been satisfactoriy mitigated, the Seller wil be required
to provide Default Securty withi 5 business days of Idaho Power's
notification that the Materal Brech has not been cured.
18.3.5 Recoupment of Damages
18.3.5.1 Default Securty Available. - If a Default has occured and has not been
cured and if the Seller has posted Default Securty, Idaho Power may drw
upon that securty, in accordace with paragraph 18.2.1 to satisfy any
damages.
18.3.5.2 Default Securty Unavailable - If a Default has occurred and has not been
cured and if Seller has not posted Default Securty, or if Idaho Power has
exhausted the Default Securty, Idaho Power may collect any remaing
amount owing by; (l) lump sum payment to Idaho Power by the Seller or (2)
parially withholdig 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 monthy 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.
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18.3.6 Termation
18.3.6.1 In the event a Default or a Material Breach by the Seller as specified in ths
Agreement results in the termation of this Agreement and the Seller or a
pary substatially the same as the Seller, subsequently seeks to enter into a
new standad QF contract for this same Facility. Then, the new standad QF
contract shall ru for the perod that the origial contract would have ru,
and shall contain the same terms, rates and conditions as the original
Agreement.
18.3.6.2 In the event a Default or a Material Breach by the Seller as specified in ths
Agreement results in the ternation of this Agreement, the Seller shall pay
Idaho Power damages equal to the positive difference, if any, obtained by
subtracting the Net Energy Puchase Price from the projected forward
Market Energy Cost for 24 months beging with the next full month after
the date of termation multiplied by the Anual Net Energy Amounts.
ARTICLE XIX: GOVERNNTAL AUTORIATION
19.1 Ths Agreement is subject to the jursdiction of those governental agencies having control over
either Par of this Agreement.
ARTICLE XX: SUCCESSORS AN ASSIGNS
20.1 Ths Agreement and all of the terms and provisions hereof shall be bindig upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignent
hereof by either Pary shall become effective without the wrtten consent of both Paries being
first obtained. Such consent shall not be uneasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electrc utility assets, shall automatically, without fuher
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
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1l1912010
obligations and interests under ths Agreement. Ths aricle shall not prevent a ficing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXI: MODIFICATION
21.1 No modification to this Agreement shall be valid uness it is in wrting and signed by both Paries
and subsequently approved by the Commssion.
ARTICLE XXII: TAXES
22.1 Each Par shall pay before delinquency all taxes 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 XXil: NOTICES
23.1 All written notices under ths agreement shall be diected as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Randy Joseph, President
Lime Wind LLC.
37123 Hansen Lane
Baker City, OR 97814
Telephone: [phone]
E-mail: randy~josephmilworks.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
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ARTICLE XXW: ADDITIONAL TERMS AN CONDITIONS
24.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
DefIntion of a Small Cogeneration Facility or Small
Power Production Facility eligible to receive the
standad rates and standard contract.
Applicable Prices from Schedule 85AppendixE
ARTICLE XXV: SEVERAILITY
25.1 The invalidity or unenforceabilty of any term or provision of this Agreement shal not affect the
validity or enorceability of any other ters or provisions and this Agreement shall be constred
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVI: COUNERPARTS
26.1 Ths 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 instrent.
ARTICLE XXVII: ENTIR AGREEMENT
27.1 This Agreement constitutes the entire Agreement of the Parties concerg the subject matter
hereof and supersedes all prior or contemporaneous oral or wrtten agreements between the
Parties concernng the subject matter hereof.
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IN WITSS WHEREOF, The Paries hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company
ByBy
Randy Joseph
President
Lisa A Grow
Sr. Vice President, Power Supply
DatedDated /2- 3-/VIL.t7'ID
"Sellet'"Idaho Powef'
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APPENDIX A
A -1 MONTY POWER PRODUCTION AN SWITCHING REPORT
At the end of each month, the following requird documentation wil be submitted to:
Idao Power Company
Attn: Cogeneration and Small Power Production
P. O. Box 70
Boise, Idaho 83707
The Meter readigs required on this report wil be the reading on the Idao Power Meter
Equipment measurig the Facility's total energy production and Station Use delivered to Idaho Power and
the maximum generated energy (kW) as recorded on the Meter Equipment and/or any other required
energy measurements to adequately admister this Agreement.
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Idaho Power Company
Cogeneration and Small Power Producton
MONTHY POWER PRODUCTION AN SWICHIG REPORT
Project Name
Month Year
Project Number:
Address
ZipCity
Meter Number:
End of Month kWh Meter Reading:
Beging of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
*Breaker Openig Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State
Facilty
Output
Station
Usage
*Reason
Phone Number:
Station
Usage
Metered
Maximum Generation
kW
Net Generation
Breaker Closing Record
Date Time Meter
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switchig record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Part.
Signature
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A-2 ROUTIN REPORTING
Idaho Power Designated Dispatch Facility contact information
Daily Energy Production Reporting
All projects with a Nameplate Capacity of 1 MW or greater shall:
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
. Project Identification - Project Name and Project Number
. Curent Meter Reading
· Estimated Generation for the curent day
. Estimated Generation for the next day
If Idaho Power determines that adequate generation data is available for this Facility's
daily generation, Idaho Power may modify these reporting requiements
Planed and Unplaned Project outages
Call 1-800-345-1319 and leave the following information:
. Project Identification - Project Name and Project Number
. Approximate time outage occured
· Estimated day and time of project comig back online
Seller's Contact Inormation
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact inormation
Telephone Number:
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APPENDIXB
FACILITY AN POIN OF DELIVRY
PROJECT NO. 12618200
LIME WIN ENERGY PROJECT
B-1 DESCRITION OF FACILITY
Project wil consist of six (6) Nordtan 500 KW wind tubine generators with a nameplate total
nameplate capacity of 3 MW.
B-2 LOCATION OF FACILITY
The project is located 8 miles north of Huntigton Oregon in the nort half of Section 36, T13S
R44E on lands adminstered by the Bureau of Land Management.
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected October 1, 2011 as the estimated Scheduled First Energy Date.
Seller has selected December 31, 2011 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 POIN OF DELNERY
1.5 miles east of Idao Power's Lime Substation on the existing Idaho Power Lime 011, 12.5 K v
distribution feeder, the point on the Idaho Power electrcal system where the Sellers Facility's
energy is delivered to the Idaho Power. This point shall be a point on the Idaho Power electrical
system that is able to accept the Seller's energy and Idaho Power is able to disburse the energy to
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local Idaho Power load requirements or available capacity exists on the Idaho Power electrcal
system to allow trasporting the Seller's energy to areas within the Idao Power system that is
capable of consumg the Seller's energy deliveries.
B-5 LOSSES
If the Idaho Power Meterig equipment is capable of measurig the exact energy deliveries by the
Seller to the Idao Power electrcal system at the Point of Delivery, no Losses wil be calculated
for this Facility. If the Idaho Power Meterg is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation wil
be established to measure the energy losses (kWh) between the Seller's Facilty 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 (trsformer loss
specifications, conductor sizes, etc) of all ofthe electrical equipment between the Facility and the
Idaho Power electrical system, Idao Power wil configue a revised loss calculation formula to
be agreed to by both paries and used to calculate the kWh Losses for the remainig term of the
Agreement. If at anytime durng the term of this Agreement, Idao Power determes that the
loss calculation does not correctly reflect the actual kWh losses attbuted to the electrical
equipment between the Facilty and the Idao Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-6 METERIG AN TELEMETRY
At the minum the Meterig Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to admister this Agreement.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The undersigned on behalf of hiself and
, hereinafter collectively referred to as "Engieer,"
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, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the , is located in
Section , Township , Rage County,
5. That Engineer recognizes that the Agreement provides for the Project to fush electrical energy
to Idao Power for period of 20 year.
6. That Engineer has substantial experience in the design, construction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supersed 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 wil result in the
-35-
1l19/201O
Project's producing at or near the design electrical output, efficiency and plant factor for a period of
20 years.
9. That Engineer recognizes that Idaho Power, in accordace with pargraph 5.2 of the Agreement,
is relying on Engineer's representations and opinons 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
-36-
11119/2010
APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAENANCE
The undersigned , on behalf of hiself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good stadig in the State of Oregon.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "'Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogenertion or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facilty No. and hereinafter referred to as the
"Project" .
4.That the Project, which is commonly known as the , is located at
5. That Engieer recognizes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a perod of 20 years.
6. That Engineer has substantial experience in the design, construction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engieer 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 opinon, 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, efficiency and plant factor for the
-37-
1l 19/20 10
remainng 20 years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with pargraph 5.2 ofthe Agreement,
is relyig on Engineer's representations and opinons contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurte to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
-38-
11119/2010
APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
on behalf of hiself and
, hereinafter collectively referred to as "Engieer",
hereby states and certifies to Idao Power as follows:
1. That Engieer is a Licensed Professional Engineer in good standing in the State of
The undersigned
Oregon.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or smal power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is
located in Section _ Township , Range County,
5. That Engineer recognizes that the Agreement provides for the Project to fush electrical
energy to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experence 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 Engieer of ths Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineerng design and construction of the Project,
including the civil work, electrcal work, generating equipment, prie mover conveyance system, Seller
fushed Interconnection Facilities and other Project facilities and equipment.
-39-
1119/2010
9. That the Project has been constrcted in accordace with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of pedormg in accordance with the
terms of the Agreement and with Prdent Electrical Practices for a twenty aI year period.
11. That Engineer recognizes that Idaho Power, in accordace with pargraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relyig on Engineer's represetations and
opinons contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurte to the
best of his knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
-40-
ll19/2010
APPENDIXD
DEFINION OF A SMALL COGENERATION FACILIT
OR
SMALL POWER PRODUCTION FACILIT
ELIGffLE TO RECENE TH STANAR RATES AN STANAR CONTCT
A Qualifyg Facilty (either a small power production facilty or a cogeneration facility) ("QF") wil be
eligible to receive the standard rates and standad contrct 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 affiliated person( s), and located at the same site, does not exceed 10 MW.
Definition of Person(s) or Afated Person(s):
As used above, the term "same person( s)" or "affiliated person( s)" means a natul person or persons or
any legal entity or entities sharg common ownership, management or acting jointly or in concert with or
exercising infuence 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 affiliated person(s) solely because they are
developed by a single entity. Furthermore, two facilties wil not be held to be owned or controlled by the
same person(s) or affliated person(s) if such common person or perons is a "passive investor" whose
ownership interest in the QF is priarly related to utilzing production tax credits, green tag values and
MACRS depreciation as the priar ownership benefit. A unt of Oregon local governent may also be
a "passive investor" if the local governental 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 share of
the cash flow from the QF, which share wil not exceed 20%. The 20% cash flow share limit may only be
exceeded for good cause shown and only with the prior approval of the Commssion.
-41-
1119/2010
Definition of Same Site:
For purposes of the foregoing, generating facilties are considered to be located at the same site as the QF
for which qualification for the standad rates and standad 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 Infrastrcture:
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 utilizig an interonnection or other
infrastructure not providig motive force or fuel that is shared with other QFs qualifyg for the standard
rates and standad contract so long as the use of the shaed interconnection complies with the
interconnecting utilty's safety and reliabilty stadads, interconnection contrct requirements and
Prudent Electrical Practices as that term is defined in the interconnecting utilty's approved standard
contract.
-42-
1l19/2010
APPENDIXE
COPY OF APPLICABLE PRICES FROM SCHEDULE 85
-43-
11119/2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-1
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
RECEIViD
MAR 0 , 2010
PUC
Utility Program
AVAILABILITY
Service under this schedule is available for power delivered to the Company's control area within the State of
Oregon.
APPLICABILITY
Service under this schedule is applicble to any Seller that:
1. Owns or operates a Qualifying Facilty with a Nameplate Capacity rating of 10 MW or less and desires to
sell Energy generated by the Qualifing Facilty to the Company in compliance with all the terms and
conditions of the Standard Contrct;
2. Meets all applicable requirements of the Company's Generation Interconnectin Procss.
For Qualifying Facilities with a Nameplate Capacity rating greater than 10 MW, a negotiated Non-Standard
Contract between the Seller and the Company is required.
DEFINITIONS
Energy means the electric energy, expressed in kWh, generate by the Qualifng Facilty and delivered by the
Seller to the Company in accordance with the conditions of this schedule and the Standard Contract. Energy is
measured net of Losses and Station Use.
Generation Interconnection Process is the Company's generation intercnnecton application and engineering
review process developed to ensure a safe and reliable generation interconnecton in compliance with all
applicable regulatory requirements, Prudent Electrical Practces and national safety standards. The Generation
Interconnection Process is managed by the Company's Delivery Business Unit.
Heat Rate Conversion Factor is 7,100 MMBTU divided by 1,000.
Intermittent descnbes a Qualifng Facilty that produces electncal energy from the use of wind, solar or run of
river hydro as the prime mover.
Losses are the loss of electric energy occurring as a result of the transformation and trnsmission of electric
energy from th Qualifng Facility to the Point of Delivery.
Nameplate Capacity means the 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 attached to the individual machine or device.
Non-5tandard Contract is a negotiated contract between any Seller that owns or operates a Qualifing Facilit
with a nameplate capacity rating greater than 10 MW and desires to sell Energy generated by the Qualifng
Facilty 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 utilty's system cost data;
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. 10-02
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
Utiit Program
DEFINITIONS (Continued)
2. The availabilty of capacity or energy from a Qualifyng Facilty during the system daily and seasonal peak
periods, including:
a. The abilty of the utility to dispatch th qualifng facilty;
b. The expected or demonstrted reliabilty of the qualifing facilty;
c. The terms of any contrct or other legally enforceable obligation, including the duration of the
obligation, termination notice requirement and sanctions for non-compliance;
d. The extent to which scheduled outages of the qualifng facility can be useflly coordinated with
scheduled outages of the utility's facilties;
e. The usefulness of energy and capacity supplied from a qualifyng facility during system
emergencies, including its abilty to separate its load from its geeration;
f. The individual and aggegate value of energy and capaci from qualifyng facilities on the electic
utilty's system; and
g. The smaller capacity increments and the shorter lead times available with additions of capacity
from qualifying facilties; and
3. The relationship of the availabilty of energy or capacity from the Qualifying Facility to the abilty of the
electric utility to avoid costs, including the deferral of capacity additions and the reduction of fossil fuel
use; and
4. The costs or savings resulting from variations in line losses from those that would have existed in the
absence of purchases from a Qualifing Facllity, if the purchasing electic utilty generated an equivalent
amount of energy itself or purchased an equivalent amount of electric energy or capacity.
Non-Standard Contract is a negotiated contract between any seller that owns or operates a Qualifying Facilty
with a Nameplate Capacity rating greater than 10 MW and desires to sell Energy generated by the Qualifing
Facilty to the Company. The guidelines for negotiating a Non-5tandard Contract are more specifcally described
later in this schedule in Guidelines for Negotiation of Power Purchases Agreements for Qualifing Facilities 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 Seller's host transmission provider's electrical facilties are interconnected.
Prudent Elecical Practices are those practices, methods and equipment that are commonly used in prudent
electrical engineering and operations to operate electric equipment lawfully and with safety. dependabilty,
effciency and ecnomy.
PURPA means the Public Utility 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 Serice
Rendered on and after:
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)
RECEIVi¡O
MAR 0 12010
PUC
Utiit Program
DEFINITIONS (Continued)
Qualitng Facilty or QF is a cogeneration facility or a small power producton facilty which meets the PURPA
criteria for qualffcation set forth in Subpart B of Part 292, Subchapter K, Chapter I, Title 18, of the Code of
Federal Regulations.
Seasonality Factor is the fator used in determining the seasonal purchase price of energy. The applicable
factors are:
73.50% for Season 1 (March, April, May);
120.00% for Season 2 (July, August, November, December);
100.00% for Season 3 (June, September, October, January. February).
Seller is any entity that owns or operates a Qualifing Facilty and desires to sell Energy to th Company.
Standard Contracts are the pro forma Energy Sales Agreements the Company maintains on file with the Public
Utility Commission of Oregon for Intermittent and non-intermittent on-system Qualifing Facilties and Intermittent
and non-intermittent off-system Qualifyng Faciltie, with a Nameplate Capacity of 10 MW or less.
Station Use is electric energy used to operate the Qualifing Facilit which is auxilary to or directly related to the
generation of electricity and which, but for the generation of electricity, would not be consumed by the Seller.
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS
There are two separate proceses required for a Seller to deliver and sell energy from a QualifIng Facility to the
Company. These processes may be completed separately or simultaneously.
1. Generation Interconnecion Procs
All generation projec physically interconnecting to the Company's electrical system, regardless of size,
location or ownership, must succssfully complete the Generation Interconnection Process prior to the
project delivering energy to the Company. A complete description of the Small Generator Interconnetion
Procedures, the Interconnection Application and Company contact information is maintained on the Idaho
Power website at ww.idahopower.com. or Seller may contact the Company's Delivery Business Unit at
1-208-388-2658 for further information.
All generation projects delivering power under the off-system Enegy Sales Agreement must successfully
complete a comparable Generation Interconnection Process with the Seller's host interconnection
provider and transmission provider.
2. Energy Sales Agreement
To begin the process of completing a Standard Contrt or negotiating a Non-Standard Contrct, for a
proposed project. the Seller must submit to the Company a request for an Energy Sales Agreement. All
requests will be procsed in the order of receipt by the Company.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulator Affirs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31, 2009
Effectve with Service
Rendered on and after:
March 1, 2010Advice No. 10..2
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-4
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Cotinued)
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS (ContinuedO
RECEIVED
MAR 0 12Ò\O
PUC
Utilty program
2. Energy Sales Agreement (Continued)
a. Communications
Unless otherwise directed by the Compány, all communicatins to the Company regarding an
Energy Sales Agrement should be directed in writing as follows:
Idaho Power Company
Cogeneration and Small Power Production
POBox70
Boise, Idaho 83707
b. Procedures
i. The Company's approved Energy Sales Agreement may be obtained from the
Company's website at http://ww.idahopower.com or if the Seller is unable to obtain it
from the website, the Company wil send a copy within 10 business days of a written
request.
ii. In order to obtain a project specifc draft Energy Sales Agrement the Seller must provide
in writing to the Company, general projec information required for the completion of an
Energy Safes Agreement, including, but not limited to:
a) Date of request
b) Company / Organization that wil be the contracting part
c) Contrct notication information including name, address and telephone number
d) Verifcation that the Qualifing Facilty meets the "Eligibilty for Standard Rates
and Contrcl criteria
e) Copy of the Qualifing Faciltys QF certficate
f) Copy of the FERC license (applicable to hydro projects only)
g) Location of the proposed project including general area and specifc legalproper description
h) Description of the proposed project including specific equipment models, tyes,
sizes and configurations
i) Type of project (wind, hydro, geothermal etc)
j) Nameplate capacity of the proposed project
k) Schedule 85 pricing option selected
I) Desired term of the Energy Sales Agreementm) Annual net energy amount
n) Maximum capacity of the Qualifing Facilty
0) Estimated first energy date
p) Estimated operation date
q) Point of Delivery
r) Status of the Generation Interconnection Proces
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
Effecive with Serice
Rendered on and afer:
March 1, 2010
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27
RECEIVED
ORIGINAL SHEET NO. 85-5
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS (Continued)
MAR 0 12010
PUC
Utilty Program
b. Procedures (Continued)
iii. The Company shall provide a dra Energy Sales Agreement when all informatin
described in Paragraph 2 above has been received in writing from the Seller. Within 15
business days following receipt of all informatin required in Paragraph 2, the Company
wil provide the Seller with a draft Energy Sales Agreement Including current standard
avoided cost price andor other optional pricing mechanisms as approved by the Oregon
Public Utilty Commission in this Schedule.
iv. The Company wil respond within 15 business days to any writen comments and
proposals that the Seler provides in response to the draf Energy Sales Agreement.
v.If the Seller desires to procee with the Energy Sales Agreement afer reviewing the
Company's draft Energy Sales Agreement, it may request in writing that the Company
prepare a final draf Energy Sales Agreement. In connection with such request. the Seller
must provide the Company with an updated status of the Generation Interconnectin
Process which indicates that the Seller's provided information (i.e. first energy date,
operation date, etc.) are realistically attainable and any additional or clarified project
information that the Company reasonably determines to be necsary for the preparation
of a final draft Energy Sales Agreement. Once the Company has received the writtn
request for a final draft Energy Sales Agreement and all additional or clarifed project
information that the Company reasonably determines to be necessary for the preparation
of a final draft Energy Sales Agreement, the Company wil provide Seller with a final draft
Energy Sales Agreement within 15 business days.
y
vi. After reviewing the final draft Energy Sales Agreement, the Seller may either prepare
another set of written comments and proposals or approve the final draft Energy Sales
Agreement. If the Seller prepares written comments and proposals, the Company will
respond within 15 business days to those comments and proposals.
vii. When both partes are in full agreement as to all terms and conditions of the final draft
Energy Sales Agreement, the Company wil prepare and forwrd to the Seller within 15
business days a final executable version of the Energy Sales Agreement. Once the
Seller executes the Energy Sales Agreement and returns all copies to the Company, the
Company wil execute the Energy Sales Agreement. Following the Company's exection
a completely executed copy wil be returned to the Seller. Prices and other ters and
conditions in the Energy Sales Agrement 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, Regulator Affairs
1221 West Idaho Street, Boise. Idaho
Advice No. 10-02
OREGON
Issued: July 31,2009
Effective with Service
Rendered on and aftr:
March 1, 2010
IDAHO POWER COMPANY
P,U.C. ORE. NO, E-27 ORIGINAL SHEET NO. 85-6 RECEIViÒ
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
AVOIDED COST COMPONENTS
MAR 0 12010
PUC
Utilty Program
The Avoided Cost Components are calculated based upon the Surrogate Avoided Resource methodology (SAR)
for determining the Company's standard avoided costs.
Year
2009
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
. Capacit Cost
(mills/Wh)
37.59
38.16
38.73
39.32
39.91
40.51
41.12
41.74
42.37
43.01
43.66
44.32
44.99
45.67
46,36
47.07
47.78
48.50
49.24
49.98
50.74
51.51
52.29
53.09
53,89
54.71
55,54
56.39
57,24
58.11
Fuel Cost
(milS/kWh)
28.12
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
77.53
78.88
80.16
81.51
82.79
84.14
85.48
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
Advice NO.1 0-02
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
RECEIVED
ORIGINAL SHEET 00.85-7
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
MAR 0 12010
PUCUtilty Program
NET ENERGY PURCHASE PRICE
The Company will pay the Seller monthly, for each kWh of Energy delivered and accepted. at the Point of Delivery
during the preceding calendar month, in accordance with the Standard Contract, an amount determined by the
Sellets choice of one of the following options:
Option 1 - Fixed Price Method
Net Energy Purchase Price =
On-peak = (Fuel Cost + Capacity Cost) X Seasonality Factor
Of-peak = Fuel Cost X Seasonality Factor
where
Fuel Cost and Capacity Cost are the Avoided Cost Components established in this schedule for the
applicable calendar year of the actual Net Energy deliveries to the Company.
Option 2 - Dead Band Method
Net Energy Purchase Price =
On-peak:: (AGPU + Capacity Cost) X Seasonality Factor
Of-peak = AGPU X Seasonality Factor
Actual Gas Price Used (AGPU) =
90% of Fuel Cost if
Indexed Fuel Cost is less than 90% Fuel Cost; else
110% of Fuel Cost if
Indexed Fuel Cost is greater than 110% Fuel Cost; else
Indexed Fuel Cost
where
Fuel Cost and Capacit Cost are the Avoided Cost Components established in this schedule for the
applicable calendar year of the actual Net Energy deliveries to the Copany, and
Indexed Fuel Cost is the applicable weighted monthly average index price of natural gas at Sumas
multiplied by the Heat Rate Conversion Factor.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
OREGQN
Issued: July 31, 2009
Effctive with Service
Rendered on and after:
March 1, 2010Advice No. 10-02
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)
RECÈIViO
MAR ° 120\0
PUC
Utilty Program
NET ENERGY PURCHASE PRICE (Continued)
Option 3 - Gas Market Method
Net Energy Purchase Price =
On-peak = (AGPU + Capacit Cot) X Seasonality Factor
Of-peak = AGPU X Seasonality Factor
Actual Gas Price Used (AGPU) = Indexed Fuel Cost
where
Capacity Cost is the Avoided Cost Component established in this schedule for the applicable calendar
year of the actual Net Energy deliveries to the Company, and
Indexed Fuel Cost is the applicable weighted monthly average index price of natural gas at Sumas
multiplied by the Heat Rate Conversion Factor.
MISCELLANEOUS PROVISIONS
Insurance
Qualifying Facilties with a Nameplate Capacity of 200 kilowatts or smaller are not required to provide evidence of
liabilty insurance.
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR OFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LARGER
1. The Company wil not impose terms and conditions beyond what is standard practice. The Edison Electric
Institute master agreement and the Company's Standard Contracts are useful starting points in
negtiating OF agreements.
2. The Company wil provide an indicatie pricing proposal for a OF 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 indicative pricing proposal witin 30 days of recipt of the information the Company requires
from the OF. The proposal may include 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 negotiations is the avoided cost calculated under the modeling methodology
approved by the Idaho Public Utilities Commission for OFs over 10 MW, as refined by the Oregon
Public Utilty Commission to incorprate stochastic analyses of electric and natural gas prices,
loads, hydro and unplanned outages.
b. The prospective OF may request in writing that the Company prepare a draft power purchase
agreement to serve as the basis for negotiations. The Company may require additional
information from the OF necessary to prepare a dra agreement.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Afairs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31,2009
Effective with Service
Rendered on and after:
March 1, 2010Advice No. 10-02
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-9
.RECEIViOSCHEDULE 85
COGENERATION AND SMAll POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGÔTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LARGER (Continued)
MAR 0 12010
PUC
Utilty Program
c. Witin 30 days of receiving the required information, the Company will provide a draft power
purchase agreement containing a comprehensive set of proposed terms and conditions.
d. The QF must submit in writing a statement of its intention to begin neotiations with the Company
and may include written comments and proposals. The Company is not obligated to begin
negotiations until it receives writen notification from the OF. The Company wil not unreasonably
delay negotiations and wil respond in good faith to all propoals by the QF.
e. When the partes have agreed, the Company will prepare a final version of the contract within 15
business days. A contract is not final and binding until signed by both partes.
f. At any time after 60 days from the date the QF has provided its written notification pursuant to
paragraph d., the QF may file a complaint with the Oregon Public Utility Commission asking the
Commission to adjudicate any unresolved contract terms and conditions.
3. QFs have the unilateral right to select a contrct length of up to 20 years for a PURPA contract The
contract lengt selected by the OF may impact other contractual issues including, but not limited to, the
avoided cost determination with respect to that QF.\
4. The Company should consider the QF to be providing firm energy or capacity if the contract requires
delivery of a specifed amount of energy or capacity over a specified term and includes sanctions for non-
compliance under a legally enforceable obligation. The Company shall not determine that a QF provides
no capacity value simply because the Company did not select it through a competitive bidding proess.
For a QF providing firm energy or capacity:
a. The Company and the OF should negotiate the time periods when the OF may schedule outages
and the advance notifcation requirement for such outages, using provisions in the Company's
partial requirements tarif as guidance.
b. The QF should be required to make best efort to meet its capacity obligations during Company
system emergencies. .
c. The Company and the QF should negotiate security, default, damage and termination provisions
that keep the Company and its ratepayers whole in the event the QF fails to meet obligations
under the contract.
d. Delay of commercial 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 QF on-line date
specified in the contract; however, damages may be appropriate.
e. lack of natural motive force for testing to prove commercial operation should not be a cause of
termination.
f. The Company should include a provision in the contract that states the Company may require a
QF terminated due to it default and wishing to resume selling to the Company be subject to th
terms of the original contract unti its end date.
Issued by IDAHO POWER COMPANY
By John R. Gale, Vice President, Regulatory Affairs
1221 West Idaho Street, Boise, Idaho
OREGON
Issued: July 31, 2009
Effecive with Service
Rendered on and afer:
March 1, 2010Advice No. 10-02
IDAHO POWER COMPANY
P.U.C. ORE. NO. E-27 ORIGINAL SHEET NO. 85-10
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
REcelvi¡D
MAR 0 12010
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR OFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LARGER (Continued)
PUC
Utilty Program
5. An "as availableB obligation for deliver of energ, including deliveries in excess of Nameplate Capacity or
the amount committed in the OF cotrct, should be treated as a non-firm commitment. Non-firm
commitments should not be subject to minimum delivery requirements, default damages for construction
delay or under-delivery, default damage for the OF chooing to terminate the contract early, or default
security for these purposes.
6. For OFs unable to establish creditworthiness, the Company must ata minimum allow the OF to choose
either a letter of credit or cash escrow for providing default security. When determining security
requirements, the Company should take into account the risk associated with the OF based on such
factors as it size and tye of supply commitents.
7. When OF rates are based on avoided costs calculated at the time of delivery, the Company should use
day-ahead on- and off-peak market index prices at the appropriate market hub(s).
a. For OFs providing firm energy or capacity that chooe this option, avoided cot rates should be
based on day-ahead market index price for firm purchase.
b. For OFs providing energy on an "as avaiiabieB basis, avoided cost rates should be based on day-
. ahead market index prices for non-firm purchases.
8. The Company should not make adjustments to standard avoided cost rates other than those approved by
the Oregon Public Utility Commission and consistent with these guidelines.
9. The Company should make adjustments to avoided costs for reliabilty on an expected forward-looking
basis. The Company should design OF rates to provide an incentive for the QF to achieve the contracted
level and timing of energy deliveries.
10. The Company should make adjustments to avoided cots for dispatchabilty 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
period to take into account avoided fossil fuel price risk.
12. Avoided cost rates for wind OFs should be adjusted for Integration cost estimates based on studies
conducted for the Company's system, unless the OF contracts for integration services with a third part.
a. The Company should use the most recent integration cost data available, consistent with its
evaluation of competitively bid and self-build wind resources.
b. The portion 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
OREGON
Issued: July 31, 2009
Effective with Service
Rendered on and after:
March 1, 2010Advice NO.1 ON02
IDAHO POWER COMPANY
ORIGINAL SHEET NO. 85-11
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS WITH A NAMEPLATE CAPACITY OF 10 MW OR LARGER (Continued)
P.U.C. ORE. NO. E-27
.RECEI~D
MAR 0 12010
pUC
Utilty Program
c. The Company should base first-year integratin costs on the actual level of wind resources In the
control area, plus the propose QF. Integration costs for years two though five of the contrct
should be based on the expected level of wind resources in the control area each year, including
the new resource the Company expects to add. Integration cots should be fixed at the year-five
level, adjusted for infation, for the remainder of the life of the wind projcts in the control area.
d. The Company is prohibited from using a long-rnge planning target for wind resourc as the
basis for integration costs. However, if the Company is subject to near-term targets under a
mandatory Renewable Portolio Standard, the Company may base its integration costs on the
level of renewable resources it must acquire over the next 10 year.
e. In determining integration costs, the Company should make reasonable estimates regarding the
portion of renewable resources to be acquired that wil be intermittent resources.
13. The Company should adjust avoided cot rates for QF line losses relative to the Company proxy plant
based on a proximity-based approach.
14. The Company should evaluate whether there are potential savings due to trnsmission and distribution
system upgrades that can be avoided or deferred as a result of the QFs location relative to the Company
proxy plant and adjust avoided cost rates accordingly.
15. The Company should not adjust avoided cost rates for any distribution or transmission system upgrades
neeed to accept QF power. Such costs should be separately charged as part of the interconnection
process.
16. The Company should not adjust avoided cost rates based on its determination of the additonal cost 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 selection of either such contractual arrangement shall
not be inconsistent with any retail tarif provision of the Company then in effec or any agreement
between the QF and the Company;
b. The tw sale/purchase arrangements described in paragraph 17. a will be available to QFs
regardless of whether they qualify for standard contracts and rates or non-standard contracts and
rates, however the .simultaneous purchase and sale" is not available to QFs not directy
connected to the Company's electrical system;
c. The negotiation parameters and guidelines should be the same for both sale/purchase
arrangements described in paragraph 17. a; and
d. The avoided cost calculations by the Company do not require adjustment solely as a result of the
selection 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 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