20161117Vale I Solar OR PURPA Agreement.pdf

DONOVAN E. WALKER
Lead Counsel
[e-mail]
November 17, 2016
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
An IDACORP Company
• • I ~ • • ..J ~-1 \,,,, .. : ·--.. · ,;·.:.H 'SSVJt l
Re: Enerparc Solar Development, LLC -State of Oregon Public Utility
Regulatory Policies Act of 1978 ("PURPA") Standard Energy Sales
Agreements
Dear Ms. Jewell:
Enclosed please find four (4) copies each of executed PURPA energy sales
agreements for the state of Oregon between Idaho Power Company ("Idaho Power")
and Enerparc Solar Development, LLC, for the following projects:
1. Morgan Solar (3 MW)
2. Vale I Solar (3 MW)
3. Brush Solar (2.75 MW)
Because these solar projects are located in the state of Oregon and interconnect
with Idaho Power's system in the state of Oregon, these agreements, and the rates paid
under the agreements, are in accordance with the rules and orders of the Public Utility
Commission of Oregon.
Idaho Power is providing these informational copies for the Idaho Public Utilities
Commission's ("Commission") records and convenience . Please contact me at (208)
388-5317 if you have any questions.
Sin rly, ~{/)~
DEW:csb
Enclosures
cc: Karl T. Klein, Commission -w/encls.
Yao Yin, Commission -w/encls.
Randy Lobb, Commission -w/encls.
Michael Darrington, Idaho Power -w/o encls. (via e-mail)
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
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OREGON STANDARD
ENERGY SALES AGREEMENT
(Intermittent Resource)
BETWEEN
IDAHO POWER COMPANY
AND
Rc:CE!Vf O
~ t~ I 6 .. 'O I 7 fl 4: 3 /
. ,:_/c
; JI, k/S,)/ON
ENERPARC SOLAR DEVELOPMENT, LLC
TABLE OF CONTENTS
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Records
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes, Defaults and Remedies
Governmental Authorization
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
ENERGY SALES AGREEMENT
INTERMITTENT RESOURCE
(3 MW or Less)
Vale I Solar
Project Number: 12963059
THIS AGREEMENT is entered into on this '3/E' day of tldb.6t-r 20 /6
between ENERP ARC SOLAR DEVELOPMENT, LLC, a Delaware limited liability company (Seller),
and IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to
collectively as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Annual Net Energy Amount" -Net Energy that the Seller estimates the Facility will 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, Facility design, etc.) to
accurately estimate the Annual Net Energy Amounts.
1.2 ·'Cash Escrow Security" -Has the meaning set out in paragraph 4.1.6.1.
1.3 ·'Commission" -The Oregon Public Utility Commission.
1.4 "Contract Year" -The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
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1.5 "Default Security" - A dollar amount computed by the annual On-Peak Hours multiplied by the
(On-Peak price less Off-Peak price) multiplied by Annual Net Energy Amount divided by 8,760
where the On-Peak price and Off-Peak price are the applicable prices specified in Appendix E.
1.6 "Delay Cure Period" -twelve (12) months past the date which the non-defaulting Party has
provided notice of Default as specified in paragraph 18.2.1 of this Agreement.
1.7 "Delay Damages'' -Replacement Energy (kWh) multiplied by (Replacement Energy Cost plus
Replacement Energy Transaction Costs). These damages will be calculated and billed monthly
for all months after the Scheduled Operation and until such time as the Operation Date is
achieved or this Agreement is terminated.
1.8 "Designated Dispatch Facility'' -Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power
1.9 "Downtime Hours" -the number of hours in a single Contract Year for each generation unit
within the Facility, measured in 10 minute increments, in which the generation unit is not in the
"run" status or is in "run" status but faulted (including any reasonable delay in resetting a fault).
Notwithstanding the previous sentence, Downtime Hours does not include minutes that the unit
is unavailable due to (i) an event of Force Majeure; (ii) a default by Idaho Power under this
Agreement; (iii) Lack of Prime Mover at times when the generation unit would otherwise be
available (including the normal amount of time required by the generation unit to resume
operations following a Lack of Prime Mover); or (iv) hours of planned maintenance per
generation unit not to exceed 200 hours per generation unit per Contract Year.
1.10 "Facility" -That electric generation facility described in Appendix B of this Agreement.
1.11 "First Energy Date" -The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.12 "Generation Interconnection Process" -Idaho Power's generation interconnection applic~tion
and engineering review process developed to ensure a safe and reliable generation
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interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.13 "Integration Charge., -the integration charge for this Agreement shall be as defined in the most
recent Idaho Power acknowledged Integrated Resource Plan for each specific resource type,
specified in Schedule 85 and included as Appendix E to this Agreement.
1.14 "Intermittent Resource'' -a Facility that produces electrical energy from the use of wind, solar or
run of river hydro as the prime mover.
1.15 "Lack of Prime Mover" -temporary lack, due to natural causes of Sufficient Prime Mover. Lack
of Prime Mover does not include Lack of Prime Mover due to voluntary actions taken by the
Seller or by human caused events.
1.16 "Letter of Credit Security'' -Has the meaning set out in paragraph 4.1.6.2.
1.17 ·'Losses" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.18 "Material Breach" -A Default (paragraph 18.2.1) subject to paragraph 18.2.2.
1.19 '·Mechanical Availability" -measured for each Contract Year, the percentage of time that the
Facility is capable of producing Net Energy during a Contract Year. The actual calculation being:
Mechanical Availability(%)= (((H * N) -(DH * N))/ (H * N)) * 100
Where:
H
N
DH
= number of hours in the Contract Year
= number of generation units comprising the Facility
= Downtime Hours
1.20 "Mechanical Availability Guarantee" -shall be as defined in paragraph 6.4.
1.21 "Mechanical Availability Damages" -(Replacement Energy (kWh) multiplied by Replacement
Energy Cost) plus Replacement Energy Transaction Costs. These damages will be calculated and
billed annually for all Contract Years in which the Facility fails to achieve the Mechanical
Availability Guarantee.
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1.22 "Mid-Columbia Market Energy Cost" -82.4% of the monthly arithmetic average of the
Intercontinental Exchange ('·ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg reported
pnces.
The actual calculation being:
n
.824 * (I {(ICE Mid-C Peak Avgx * On-Peak hours for day)+ (ICE
X=l
Mid-C Off-Peak Avgx * Off-Peak hours for day)}/ (n*24))
where n = number of days in the month
If the ICE Mid-Columbia Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.23 "Monthly Energy Price" -A per kWh energy price calculated for each month of the Agreement
equal to the ((applicable month"s On-Peak price as specified in Appendix E multiplied by the On­
Peak hours for the same month) plus (the Off-Peak price as specified in Appendix E multiplied by
the Off-Peak hours in the same month)) divided by the total hours in the same month.
1.24 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as 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 machine
or device.
1.25 "Net Energy'" -Electric energy produced by the Facility, less Station Use and Losses, expressed
in kilowatt hours (kWh) that is less than or equal to the Nameplate Capacity. Seller commits to
deliver all Net Energy to Idaho Power at the Point of Delivery for the full term of the Agreement.
1.26 ·'Off-Peak Hours" -The daily hours from hour ending 2300 -0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
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1.27 "On-Peak Hours" -The daily hours from hour ending 0700 -2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
1.28 "Operation Date" -The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.29 ·'Point of Delivery" -The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 "Prudent Electrical Practices" -Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.31 "Replacement Energy'' -1) For each day after the Scheduled Operation Date and prior to the
Operation Date, Replacement Energy shall be equal to the Annual Net Energy Amount specified
in paragraph 6.2 divided by 365, less Surplus Energy delivered to Idaho Power the same day. If
this calculation results in a value less than O then the result shall be 0. 2) After the Operation Date
and if the Facility's annually calculated Mechanical Availability is less than the Mechanical
Availability Guarantee, Replacerµent Energy shall be expressed in kWh and calculated as follows:
(MAG-Mechanical Availability)* Annual Net Energy Amount.
1.32 "Replacement Energy Cost" -Shall be Mid-Columbia Market Energy Cost minus the Monthly
Energy Price. If the result of this calculation is less than $0, then the result will be $0,
1.33 "Replacement Energy Transaction Costs'' -costs Idaho Power could incur to purchase and receive
Replacement Energy at the Replacement Energy Point of Delivery. These costs shall include but
not be limited to reasonable administrative costs and transmission costs to deliver the Replacement
Energy to Idaho Power at the Replacement Energy Point of Delivery.
1.34 "Replacement Energy Point of Delivery" -shall be the Point of Delivery as specified in this
Agreement unless Idaho Power is unable to accept market purchased energy equal to the quantity
of Replacement Energy at this Point of Delivery. If Idaho Power is unable to accept market
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purchased energy in this amount at this Point of Delivery, Idaho Power shall select another
commonly used point of delivery for market energy purchases on Idaho Power's electrical system.
1.35 "Schedule 85" -Idaho Power's Oregon Tariff No E-27, Schedule 85 in effect as of the effective
date of this Agreement.
1.36 "Scheduled Operation Date'" -The date specified in Appendix B when Seller anticipates
achieving the Operation Date. This date shall not be more than three (3) years after the date in
which the Seller executes this Agreement or a later date only if both parties mutual consent to the
later date.
1.37 "Season" -The three periods identified in Schedule 85.
1.38 "Senior Lien" -Has the meaning set out in paragraph 4.1.6.3.
1.39 "Station Use" -Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
in the Mechanical Availability calculation, the previous period's actual Station Use will be used
as a basis.
1.40 "Step-In Rights" -Has the meaning set out in paragraph 4.1.6.4.
1.41 "Sufficient Prime Mover" means prime mover (i.e. wind speed, water quantity or solar insolation)
that is equal to or greater than the generation unif s manufacturer-specified minimum levels
required for the generation unit to produce energy.
1.42 "Surplus Energy" -( 1) All Net Energy produced by the Seller's Facility and delivered by the
Facility to the Idaho Power electrical system that exceeds the Nameplate Capacity of the Facility.
Deliveries above the Facility's Nameplate Capacity solely for the purpose of accommodating
hourly scheduling in whole MW s by a third party transmission provider shall not be considered to
be Surplus Energy as described within this paragraph 1.42 item 1 or (2) All Net Energy produced
by the Seller's Facility and delivered by the Facility to the Idaho Power electrical system prior to
the Operation Date.
1.43 "Total Cost of the Facility" -The total cost of structures, equipment and appurtenances.
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ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation -Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon the
advice, experience or expertise of Idaho Power in connection with the transactions contemplated
by this Agreement.
2.2 Seller Independent Experts -All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warranty by Idaho Power-Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Qualifying Facility Status -Seller warrants that the Facility is a ·'Qualifying Facility,'' 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 Facility in a manner consistent with the initial Qualifying Facility certificate will
be a Material Breach ofthis Agreement. Idaho Power reserves the right to review the Seller's
Qualifying Facility status and associated support and compliance documents at any time during
the term of this Agreement.
3.2.1 If Idaho Power's obligation to purchase energy from a "Qualifying Facility,'' as that term
is defined in 18 CFR 292.20 I et seq. or ORS 758.505(8), is repealed or otherwise
terminated, this Agreement will remain in full force and effect unless state or federal law
mandates termination of this Agreement.
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3.3 FERC License (only applies to hydro projects) -Seller warrants that Seller possesses a valid license
or exemption from licensing from the Federal Energy Regulatory Commission ("FERC") for the
Facility. Seller recognizes that Seller's possession and retention of a valid FERC license or
exemption is a material part of the consideration for Idaho Power's execution of this Agreement.
Seller will take such steps as may be required to maintain a valid FERC license or exemption for
the Facility during the term of this Agreement, and Seller's failure to maintain a valid FERC license
or exemption will be a material breach of this Agreement.
3.4 Eligibility for Standard Rates and Contract
3.4.1 Initial Qualification -Seller warrants that the Seller's Facility meets the definitions
contained in Appendix D, "Definition of a Small Cogeneration Facility or Small Power
Production Facility Eligible to Receive the Standard Rates and Standard Contract" of this
Agreement approved by the Commission at the time this Agreement is executed and is
therefore eligible for standard rates and the standard contract. Upon request from Idaho
Power, the Seller will provide Idaho Power with documentation verifying the ownership,
management and financial structure of the Facility in reasonably sufficient detail to allow
Idaho Power to make an initial determination of whether or not the Facility meets the
described criteria for entitlement to the standard rates and standard contract as defined in
AppendixD.
3.4.2 Ongoing Qualification -Seller warrants that the Seller will not make any changes in its
ownership, control or management during the term of this Agreement that would cause it
to be ineligible for standard rates and a standard contract in compliance with the Appendix
D approved by the Commission at the time this Agreement is executed. Seller will provide,
upon request by Idaho Power not more frequently than every 36 months, such
documentation and information as may be reasonably required to establish Seller's
continued compliance with the Definition in Appendix D. Idaho Power agrees to take
reasonable steps to maintain the confidentiality of any portion of the above-described
documentation and information that the Seller identifies as confidential except Idaho Power
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will provide all such confidential information to the Public Utility Commission of Oregon
upon the Commission's request.
3.4.3 Qualification Dispute -Any dispute concerning the Seller's entitlement to the standard
rates and standard contract shall be presented to the Commission for resolution.
3.4.4 Seller warrants that the Facility is an Intermittent Resource.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition ofldaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq.
4.1.2 Nameplate Capacity Determination -Submit to Idaho Power such data as Idaho Power
may reasonably require to confirm the manufacturer's Nameplate Capacity rating of the
Facility. Such data will include but not be limited to, equipment specifications, power
factor assumptions, and any other data that would allow Idaho Power to verify the
manufacturer's nameplate rating of this Facility. Upon receipt of this information, Idaho
Power will review the provided data and if necessary, request additional data to complete
the verification process within a reasonable time.
4.1.3 Engineer's Certifications -Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy. These certificates will be in the form specified in Appendix C but may be
modified to the extent necessary to recognize the different engineering disciplines
providing the certificates.
4.1.4 Insurance -Submit written proof to Idaho Power of all insurance required in Article XI.
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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, including, but not limited to, the equipment
specifications and requirements will be included by reference in this Agreement.
4.1.6 Security Requirements -Provide Idaho Power with commercially reasonable
representations and warranties and other documentation to determine the Seller's
creditworthiness. Such documentation would include, at a minimum, that the Seller is
current on existing debt obligations and has not been a debtor in a bankruptcy proceeding
within the preceding two years. Upon receipt of this information, Idaho Power will
review the provided data and, if necessary, request additional data and/or will provide
written confirmation or rejection of the provided data within a reasonable time. In lieu of
providing evidence of acceptable creditworthiness, the Seller may provide Idaho Power
with commercially reasonable security instruments such as Letter of Credit, Senior Lien
Rights, Step-In-Rights, Cash Escrow Security as those terms are defined in this
Agreement or other forms of liquid financial security that would provide readily available
cash to Idaho Power in the Event of a Default under this Agreement. The value of these
security instruments shall at the minimum be equal to the Default Security as defined in
paragraph 1.5 of this Agreement.
4.1.6.1
4.1.6.2
Cash Escrow Security -Seller shall deposit funds in an escrow account
established by Idaho Power in a banking institution acceptable to both
Parties equal to, the Default Security. Such sum shall earn interest at the rate
applicable to money market deposits at such banking institution from time
to time. To the extent Idaho Power receives payment from the Default
Security, Seller shall, within fifteen (15) days, restore the Default Security
as if no such deduction had occurred.
Letter of Credit Security -Seller shall post and maintain in an amount equal
to the Default Security: (a) a guaranty from a party that satisfies the Credit
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4.1 .6.3
4.1.6.4
Requirements, in a form acceptable to Idaho Power in its discretion, or (b) a
Letter of Credit in favor ofldaho Power. To the extent Idaho Power receives
payment from the Default Security, Seller shall, within fifteen (15) days,
restore the Default Security as if no such deduction had occurred.
Senior Lien -Before the Scheduled Operation Date, Seller shall grant Idaho
Power a senior, unsubordinated lien on the Facility and its assets as security
for performance of this Agreement by executing, acknowledging and
delivering a security agreement and a deed of trust or a mortgage, in a
recordable form ( each in a form satisfactory to Idaho Power in the
reasonable exercise of its discretion). Pending delivery of the senior lien to
Idaho Power, Seller shall not cause or permit the Facility or its assets to be
burdened by liens or other encumbrances that would be superior to Idaho
Power's, other than workers', mechanics', suppliers' or similar liens, or tax
liens, in each case arising in the ordinary course of business that are either
not yet due and payable or that have been released by means of a
performance bond posted within eight (8) calendar days of the
commencement of any proceeding to foreclose the lien.
Step-in Rights (Operation by Idaho Power Following Event of Default of
Seller).
4.1.6.4.1 Prior to any termination of this Agreement due to an Event of
Default of Seller, as identified in paragraph 18.2, Idaho Power
shall have the right, but not the obligation, to possess, assume
control of, and operate the Facility as agent for Seller (in
accordance with Seller's rights, obligations, and interest under
this Agreement) during the period provided for herein. Seller
shall not grant any person, other than the lending institution
providing financing to the Seller for construction of the Facility
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("Facility Lender"), a right to possess, assume control of, and
operate the Facility that is equal to or superior to Idaho Power's
right under this paragraph 4.1.6.4.
4.1.6.4.2 Idaho Power shall give Seller ten (10) calendar days' notice in
advance of the contemplated exercise ofldaho Power's rights
under this paragraph 4.1.6.4. Upon such notice, Seller shall
collect and have available at a convenient, central location at
the Facility all documents, contracts, books, manuals, reports,
and records required to construct, operate, and maintain the
Facility in accordance with Prudent Electrical Practices. Upon
such notice, Idaho Power, its employees, contractors, or
designated third parties shall have the unrestricted right to enter
the Facility for the purpose of constructing and/or operating the
Facility. Seller hereby irrevocably appoints Idaho Power as
Seller's attorney-in-fact for the exclusive purpose of executing
such documents and taking such other actions as Idaho Power
may reasonably deem necessary or appropriate to exercise
Idaho Power's step-in rights under this paragraph 4.1.6.4.
4.1 .6.4.3 During any period that Idaho Power is in possession of and
constructing and/or operating the Facility, no proceeds or other
monies attributed to operation of the Facility shall be remitted
to or otherwise provided to the account of Seller until all Events
of Default of Seller have been cured.
4.1.6.4.4 During any period that Idaho Power is in possession of and
operating the Facility, Seller shall retain legal title to and
ownership of the Facility and Idaho Power shall assume
possession, operation, and control solely as agent for Seller.
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a) In the event Idaho Power is in possession and control of the
Facility for an interim period, Seller shall resume operation
and Idaho Power shall relinquish its right to operate when
Seller demonstrates to Idaho Power's reasonable
satisfaction that it will remove those grounds that originally
gave rise to Idaho Power's right to operate the Facility, as
provided above, in that Seller (i) will 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 nominee or transferee thereof, may foreclose and take
possession of and operate the Facility and Idaho Power
shall relinquish its right to operate when the Facility Lender
or any nominee or transferee thereof, requests 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 Idaho
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 return such possession and
operation to Seller, Idaho Power shall provide Seller with at
least fifteen (15) calendar days advance notice of the date Idaho
Power intends to return such possession and operation, and
upon receipt of such notice Seller shall take all measures
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necessary to resume possession and operation of the Facility on
such date.
4.1. 7 Written Acceptance -Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term -Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 20 (not to
exceed 20 years) Contract Years from the Operation Date.
5.2 Operation Date -The Operation Date may occur only after the Facility 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 manner.
c) Seller has requested an Operation Date from Idaho Power in a written format.
d) Seller has received written confirmation from Idaho Power of the Operation Date. This
confirmation will not be unreasonably withheld by Idaho Power.
5 .3 If the Seller fails to achieve the Operation Date by the Scheduled Operation Date, Seller will pay
Idaho Power Delay Damages until the Seller achieves the Operation Date or until the date this
Agreement is terminated.
5.4 Seller's failure to achieve the Operation Date by the Scheduled Operation Date will be an Event of
Default.
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6.1
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy -Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power
at the Point of Delivery.
6.2 Annual Net Energy Amount -Seller intends to produce and deliver Net Energy in the following
annual amount:
6.2.1 Annual Net Energy Amount: __ 6~9_3~9~0~00 __ kWh
6.2.2 Seller's Adjustment of Annual Net Energy Amounts
6.2.2.1 No later than the Scheduled Operation Date, by written notice given to Idaho
Power in accordance with paragraph 23.1, the Seller may revise the previously
provided Annual Net Energy Amount.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any two
consecutive Contract Years in an amount equal to at least ten percent (10%) of the Annual Net
Energy Amount specified in paragraph 6.2 shall constitute an Event of Default.
6.4 Mechanical Availability Guarantee (MAG) -Seller guarantees that beginning with the third
Contract Year the annual Mechanical Availability of the Facility shall be no less than 90 percent.
6.4.1 MAG notification -within ten (10) days after the end of a Contract Year, the Seller shall
provide Idaho Power with the Seller certified accurate Mechanical Availability calculations
for the recently passed Contract Year. At the minimum the information provided to Idaho
Power will include a summary record of the Contract Year's Generation Unit Downtime
Hours, Lack of Prime Mover, Force Majeure events and any other information required to
confirm the Seller's Mechanical Availability calculation.
6.4.2 The Seller shall maintain detailed documentation of the Seller's Mechanical Availability
calculation for a minimum of three (3) Contract Years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Mechanical Availability at reasonable times at the Seller's Facility or
other mutually agreed to location.
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6.4.4 Failure of the Facility's Mechanical Availability to meet or exceed the Mechanical
Availability Guarantee for two consecutive Contract Years shall be an Event of Default
under this Agreement.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net Energy Purchase Price -For the first fifteen (15) Contract Years the Seller shall be paid the
On-Peak and Off-Peak prices, less any identified Integration Charge applicable to the Facility
resource type as specified in Schedule 85 and included as Appendix E of this Agreement for Net
Energy deliveries during On-Peak or Off-Peak hours. For all Net Energy delivered to Idaho Power
after the first fifteen ( 15) Contract Years and for the remaining term of this Agreement, the Seller
has selected Option __ 2 __ from Schedule 85 as the basis for determining the purchase price.
The Net Energy Purchase Price shall be calculated as specified in Schedule 85 resulting in an On­
Peak and Off-Peak Net Energy Purchase Price which will be applied to the applicable energy
deliveries during On-Peak and Off-Peak Hours.
7.2 Surplus Energy Price -For all Surplus Energy, Idaho Power shall pay to the Seller 85% of the
Mid-Columbia Market Energy Cost or the Off-Peak Net Energy Purchase Price as specified in
Appendix E, whichever is lower.
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, refurbishing equipment, upgrading equipment,
reconfiguration of equipment, operation modifications, or by any means other than installing
additional generation units, then the Nameplate Capacity as defined in paragraph 1.24 shall be
revised to match this increased Nameplate Capacity rating. If the increase in Nameplate Capacity
results in the Nameplate Capacity of the Facility exceeding the Eligibility Threshold set forth in
Idaho Power's Schedule 85, P.U.C. ORE. No. E-27, then on a going-forward basis Idaho Power
shall pay Seller the Net Energy Price specified in Section 7 .1 for the fraction of total Net Energy
delivered equal to 10,000 kW divided by the Nameplate Capacity of the upgraded Facility for all
non-solar Facilities or for the fraction of total Net Energy delivered equal to 3,000 kW divided by
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the Nameplate Capacity of the upgraded Facility for all solar Facilities 3 MW or less with
standard contract rates. For the remaining fraction of Net Energy Idaho Power Company and
Seller shall agree to a new negotiated rate. Seller shall be responsible for ensuring that any
planned increase in the Nameplate Capacity or the maximum instantaneous capacity of the
Facility complies with Seller's Interconnection Agreement, Transmission Agreement and any
other relevant agreements.
7.4 Delay Damages Payment -Delay Damages will be billed to the Seller monthly and Seller shall
make payment in full within ten (10) business days of date of the billing. Failure to pay these
damages as specified will be an Event of Default. Any unpaid amounts will be deducted from
any payments to the project prior to disbursement of those payments.
7.5 Mechanical Availability Damages Payment -Mechanical Availability Damages will be billed to
the Seller annually after the end of each Contract Year and Seller shall make payment in full
within ten (10) business days of date of the billing. Failure to pay these damages as specified will
be an Event of Default. Any unpaid amounts will be deducted from the next available payment
to the project prior to disbursement.
7.6 Payment Due Date -Energy payments (inclusive of Integration Charge) to the Seller including
any deductions for unpaid Delay Damages, Mechanical Availability Damages or any other
billings due Idaho Power will be disbursed within thirty (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 VIII: ENVIRONMENT AL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
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ARTICLE IX: RECORDS
9.1 Maintenance of Records -Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use and maximum
generation (kW) records in a form and content recommended by Idaho Power.
9.2 Inspection -Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use and
maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLEX: OPERATIONS
10 .1 Communications Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with Appendix
A of this Agreement.
10 .2 Energy Acceptance -
10.2.1 Idaho Power shall be excused from accepting and paying for Net Energy produced by the
Facility and delivered by the Seller to the Point of Delivery, if it is prevented from doing
so by an event of Force Majeure, or if Idaho Power determines that curtailment,
interruption or reduction of Net Energy deliveries is necessary because ofline construction
or maintenance requirements, emergencies, electrical system operating conditions on its
system or as otherwise required by Prudent Electrical Practices . If, for reasons other than
an event of Force Majeure, Idaho Power requires such a curtailment, interruption or
reduction of Net Energy deliveries for a period that exceeds twenty (20) days, beginning
with the twenty-first day of such interruption, curtailment or reduction, Seller will be
deemed to be delivering Net Energy at a rate equivalent to the pro rata daily average of the
amount specified in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
10.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
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equipment, personnel or service to its customers, Idaho Power may physically interrupt the
flow of energy from the Facility as specified within the Generation Interconnection Process
or take such other reasonable steps as Idaho Power deems appropriate.
10.3 Scheduled Maintenance -On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties' determination as to the acceptability of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
10.4 Maintenance Coordination -The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
10.5 Contact Prior to Curtailment -Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that, in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XI: INDEMNIFICATION AND INSURANCE
11 .1 Indemnification -Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, directors, agents, affiliates, subsidiaries, parent company and employees against all loss,
damage, expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party· s construction, ownership, operation or maintenance
of, or by failure of, any of such Party's works or facilities used in connection with this Agreement.
The indemnifying Party shall, on the other Party· s request, defend any suit asserting a claim covered
by this indemnity. The indemnifying Party shall pay all costs, including reasonable attorney fees
that may be incurred by the other Party in enforcing this indemnity.
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11 .2 Insurance -
11.2.1 If the Facility's Nameplate Capacity as determined in paragraph 1.24 of this Agreement is
greater than 200 kW, the Seller shall secure and continuously carry the following insurance
coverage:
11.2.1.1 Comprehensive General Liability Insurance for both bodily injury and property
damage with limits equal to $1 ,000,000, each occurrence, combined single limit.
The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
11 .2.1.2 The above insurance coverage shall be placed with an insurance 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 limits of
liability reduced without sixty (60) days' prior written notice to Idaho
Power.
11.2.1.3 Seller to Provide Certificate of Insurance -As required in paragraph 4.1.4 herein
and annually thereafter, Seller shall furnish Idaho Power a certificate of insurance,
together with the endorsements required therein, evidencing the coverage as set
forth above.
11.2.1.4 Seller to Notify Idaho Power of Loss of Coverage -If the insurance coverage
required by paragraph 11.2 shall lapse for any reason, Seller will immediately
notify Idaho Power in writing. The notice will advise Idaho Power of the specific
reason for the lapse and the steps Seller is taking to reinstate the coverage. Failure
to provide this notice and to expeditiously reinstate or replace the coverage will
constitute a Material Breach of this Agreement.
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ARTICLE XII: FORCE MAJEURE
12.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure·· means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
If either Party is rendered wholly or in part unable to perform its obligations under this Agreement
because of an event of Force Majeure, both Parties shall be excused from whatever performance is
affected by the event of Force Majeure, provided that:
13.1
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) N~ obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence.
ARTICLE XIII: LAND RIGHTS
Seller to Provide Access -Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
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described above. All documents granting such easements or rights-of-way shall be subject to Idaho
Power's approval and in recordable form.
13 .2 Use of Public Rights-of-Way -The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
13.4, Seller agrees that should Seller seek and receive from any local, state or federal governmental
body the right to erect, construct and maintain Seller-furnished Interconnection Facilities upon,
along and over any and all public roads, streets and highways, then the use by Seller of such public
right-of-way shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and transmission facilities and Idaho Power
may claim use of such public right-of-way for such purposes at any time. Except as required by
paragraph 13.4, Idaho Power shall not be required to compensate Seller for exercising its rights
under this paragraph 13.2.
13.3 Joint Use of Facilities -Subject to Idaho Power's compliance with paragraph 13.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's usage
or Idaho Power may construct its own distribution or transmission facilities along, over and above
any public right-of-way acquired from Seller pursuant to paragraph 13.2, attaching Seller's
Interconnection Facilities to such newly constructed 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 Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XIII. Therefore, the Parties agree that the exercise by Idaho Power of any
of the rights enumerated in paragraphs 13.2 and 13.3 shall: (1) comply with all applicable laws,
codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning and
operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the method
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of apportioning these costs, the dispute will be submitted to the Commission for resolution and the
decision of the Commission will be binding on the Parties, and (3) shall provide Seller with an
interconnection to Idaho Power's system of equal capacity and durability as existed prior to Idaho
Power exercising its rights under this Article XIII.
ARTICLE XIV: LIABILITY; DEDICATION
14.1 Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XV: SEVERAL OBLIGATIONS
15 .1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLEXVI: WAIVER
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 arising 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 AND VENUE
17 .1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Oregon without reference to its choice of law provisions.
1 7 .2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Ninth Judicial District of Oregon in and for the County of Malheur.
ARTICLE XVIII: DISPUTES, DEFAULTS AND REMEDIES
18.1 Disputes -All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
18.2 Notice of Default -
18.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "Event of Default" or '·Default"), the non-defaulting Party shall cause
notice in writing to be given to the defaulting Party, specifying the manner in which
such Default occurred.
a.) If the defaulting Party shall fail to cure such Default within the sixty (60) days after
service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the Default can be cured within a commercially reasonable time
but not within such sixty (60) day period and then fails to diligently pursue such
cure, then, the non-defaulting Party may, at its option, terminate this Agreement
and/or pursue its legal or equitable remedies.
b.) If the Notice of Default provided by the non-defaulting Party is due to the Seller's
failure to achieve the Scheduled Operation Date, paragraph 18 .2.1.a is not
applicable and the defaulting Party shall cure the Default within the Delay Cure
Period. Failure of the Seller to cure this default within the Delay Cure Period may
result in this Agreement being terminated.
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18.2.2
c.) If the Notice of Default provided by the non-defaulting Party is due to the Seller's
Default as specified in paragraph 6.4.4, paragraph 18.2.1.a or 18.2.1.b are not
applicable and the non-defaulting party may terminate this Agreement at any time
after Notice of Default has been provided.
Material Breaches -The notice and cure provisions in paragraph 18.2.1 do not apply to
Defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach.
18.3 Security for Performance -Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
18.3.1 Insurance -Evidence of compliance with the provisions of paragraph 11.2. If Seller fails
to comply, such failure will be a Material Breach and may only be cured by Seller
supplying evidence that the required insurance coverage has been replaced or reinstated;
18.3.2 Engineer's Certifications -Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0 &
M) from a Registered Professional Engineer licensed in the State of Oregon, which
Certification of Ongoing O & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an Event of Default. Such a Default may
only be cured by Seller providing the required certificate; and
18.3.3 Licenses and Permits -During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this Agreement.
In addition, Seller will supply Idaho Power with copies of any new or additional permits
or licenses. At least every fifth Contract Year, Seller will update the documentation
described in paragraph 4.1.1. If at any time Seller fails to maintain compliance with the
permits and licenses described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an Event of Default and may only be cured by Seller
submitting to Idaho Power evidence of compliance from the permitting agency.
18.3.4 Security Requirements -During the full term of this Agreement, Seller shall maintain the
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Security Requirements established in accordance with paragraph 4.1 .6. Failure to
maintain these Security Requirements will be a Material Breach of this Agreement.
18.3.4.1 If the Seller fails to maintain the Security Requirements as specified m
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
Facility construction loan, the Seller shall provide Idaho Power notice of the
Facility construction loan default. Idaho Power may require the Seller to
provide Default Security to remedy this Material Breach. Upon notice from
Idaho Power to the Seller requiring the Seller to provide Default Security to
remedy this Material Breach, within 10 business days of said notice, the Seller
may provide Idaho Power evidence for review that the Seller has negotiated
satisfactory financial arrangements with the construction loan lender that
mitigates the Seller·s financial risk. Upon review of the Seller's provided
documentation, if Idaho Power determines that the negotiated financial
arrangements satisfactorily mitigates the Seller's financial risk, Idaho Power
will deem this Material Breach to be cured. If Idaho Power determines that
the provided documentation does not provide evidence that the Seller's risk
has been satisfactorily mitigated, the Seller will be required to provide Default
Security within 5 business days ofldaho Power's notification that the Material
Breach has not been cured.
18.3.5 Recoupment of Damages
18.3.5.1 Default Security Available. -If a Default has occurred and has not been cured
and if the Seller has posted Default Security, Idaho Power may draw upon that
security, in accordance with paragraph 18.2.1 to satisfy any damages.
18.3.5.2 Default Security Unavailable -If a Default has occurred and has not been
cured and if Seller has not posted Default Security, or if Idaho Power has
exhausted the Default Security, Idaho Power may collect any remaining
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amount owing by; ( 1) lump sum payment to Idaho Power by the Seller or (2)
partially withholding future payments to the Seller over a reasonable period of
time. Idaho Power and the Seller shall work together in good faith to establish
the reasonable period and monthly amounts, of such withholding so as to avoid
Seller's default on its commercial or financing agreements necessary for its
continued operations of the Facility.
18.3.6 Termination
18.3.6.1 In the event a Default or a Material Breach by the Seller as specified in this
Agreement results in the termination of this Agreement and the Seller or a
party substantially the same as the Seller, subsequently seeks to enter into a
new standard QF contract for this same Facility. Then, the new standard QF
contract shall run for the period that the original contract would have run, 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 this
Agreement results in the termination of this Agreement, the Seller shall pay
Idaho Power damages equal to the positive difference, if any, obtained by
subtracting the Net Energy Purchase Price from the projected forward Mid­
Columbia Market Energy Cost for 24 months beginning with the next full
month after the date of termination multiplied by the Annual Net Energy
Amounts.
ARTICLE XIX: GOVERNMENTAL AUTHORIZATION
19 .1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XX: SUCCESSORS AND ASSIGNS
20 .1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
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hereof by either Party shall become effective without the written consent of both Parties being first
obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, any
party which Idaho Power may consolidate, or into which it may merge, or to which it may convey
or transfer substantially all of its electric utility assets, shall automatically, without further act, and
without need of consent or approval by the Seller, succeed to all ofldaho Power's rights, obligations
and interests under this Agreement. This article shall not prevent a financing entity with recorded
or secured rights from exercising all rights and remedies available to it under law or contract. Idaho
Power shall have the right to be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXI: MODIFICATION
21.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXII: TAXES
22.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
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ARTICLE XXIII: NOTICES
23.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:
To Idaho Power:
Enerparc Legal Counsel
1999 Harrison Street
Suite 830
Oakland, CA 94612
Original document to:
Vice President, Power Supply
Idaho Power Company
P. 0. Box 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P. 0. Box 70
Boise, Idaho 83707
ARTICLE XXIV: ADDITIONAL TERMS AND CONDITIONS
24.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Definition of a Small Cogeneration Facility or Small
Power Production Facility eligible to receive the
standard rates and standard contract.
Applicable Prices from Schedule 85
ARTICLE XXV: SEVERABILITY
25 .1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
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ARTICLE XXVI: COUNTERPARTS
26.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXVII: ENTIRE AGREEMENT
27 .1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter hereof
and supersedes all prior or contemporaneous oral or written agreements between the Parties
concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company
By T~~
fe57/C(. ~
l"f? rbt.1er >q,,:,/7/y
Dated /D/31 /1 G,
"Idaho Power"
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~rcvJ-1\-Sft:D\'cr ~-o ~ ,
fr~ b :, o{ ~ t .,~ E~ft-.-.rc.."J:N L ~ ,, .$oLc_
Dated V\J-.Q.,'111\-L J
\0 , '~ ' 2.{~l(p
''Seller"
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month, the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P.O. Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter Equipment
measuring 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 administer this Agreement.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name
Address
Project Number:
Phone Number:
City
Meter Number:
State
Facility
Output
Zip
Station
Usage
Metered
Maximum Generation
End of Month kWh Meter Reading: kW
*
1
2
3
4
5
6
7
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Net Generation
As specified in this Agreement, the Seller shall include with this monthly report a summary statement of the
Mechanical Availability of this Facility for the calendar month. This summary shall include details as to how
the Seller calculated this value and summary of the Facility data used in the calculation. Idaho Power and
the Seller shall work together to mutually develop a summary report that provides the required data. Idaho
Power reserves the right to review the detailed data used in this calculation as allowed within the Agreement.
Breaker Opening Record
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
*
Breaker Closing Record
Reason
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 switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature Date
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A-2 ROUTINE 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
• Current Meter Reading
• Estimated Generation for the current 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 requirements
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification -Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project corning back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Thomas Houghton
844-367-7272
925-683-7185
Project On-site Contact information
Telephone Number: 844-367-7272
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APPENDIXB
FACILITY AND POINT OF DELIVERY
PROJECT NO. 12963059
Vale I Solar
B-1 DESCRIPTION OF FACILITY
The system utilitize 72 cell, 31 OW Jinko JC31 OM ( or comparable equivalent) solar modules
mounted onto a single axis tracker racking system. The tracker has+/-50 degree rotation along
the N-S axis powered by approximately 100, 480V 3 phase AC motors.
Converting from the DC power generated by the modules will be 50 Sungrow SG60KU-M 60kW
string inverters (or comparable equivalent). Stepping up post power conversion will be 3
generation step up transformers each approximately l .2MV A in size and yielding a post step up
voltage of 12.47kV for interconnection with the local distribution circuit.
Combining the 3 transformer export feeds will be a single metal clad medium voltage
switchgear protecting each transformer with a vacuum circuit breaker. Providing the main point
of protection for the site will be a single vacuum circuit breaker controlled by a SEL 351 relay
that coordinates with the utility.
The planned Facility will have a Nameplate Capacity of 3 MWac, however the Nameplate
Capacity Determination will be made in accordance to Article 4.1.2 of this Agreement.
B-2 LOCATION OF FACILITY
44.157843 -117.443168 5017SRoadKVale OR97918
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected September 15, 2019 as the estimated Scheduled First Energy Date.
Seller has selected October 1, 2019 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.
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B-4 POINT OF DELIVERY
Jamieson (JMSN) 011 distribution feeder the point on the Idaho Power electrical 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 local Idaho Power load requirements or available capacity exists on
the Idaho Power electrical system to allow transporting the Seller's energy to areas within the
Idaho Power system that is capable of consuming the Seller's energy deliveries.
B-5 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 will
be established to measure the energy losses (kWh) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will 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 (transformer loss specifications,
conductor sizes, etc.) of all of the electrical equipment between the Facility and the Idaho Power
electrical system, Idaho Power will configure a revised loss calculation formula to be agreed to by
both parties and used to calculate the kWh Losses for the remaining term of the Agreement. If at
any time during the term of this Agreement, Idaho Power determines that the loss calculation does
not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Facility and the Idaho Power electrical system, Idaho Power may adjust the calculation and
retroactively adjust the previous month's kWh loss calculations.
B-6 METERING AND TELEMETRY
At the minimum the Metering 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 administer this Agreement.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
__________________ , hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
I. 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 ---------1s located m
Section ___ ,Township ___ , Range ___ . _____ County, ___ _
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for period of ___ ~ ears.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a period of
ears. -----~
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9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5 .2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date ---------------
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERA TIO NS AND MAINTENANCE
The undersigned , on behalf of himself and -----------------
________________ hereinafter collectively referred to as "Engineer," hereby states
and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of 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 hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the ___________ , is located at
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a period of ______ ~ ears.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remammg ___ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
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is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
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APPENDIXC
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
___________________ , hereinafter collectively referred to as "Engineer", hereby
states and certifies to Idaho Power as follows:
1.
2.
That Engineer is a Licensed Professional Engineer in good standing in the State of Oregon.
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 __________ Project, is
located in Section __ Township ___ , Range _______ County, __ _
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a ______ (__) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
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10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a ( year period. ------~
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date --------------
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APPENDIX D
DEFINITION OF A SMALL COGENERA TION FACILITY
OR
SMALL POWER PRODUCTION FACILITY
ELIGIBLE TO RECEIVE THE STANDARD RATES AND STANDARD CONTRACT
A Qualifying Facility (either a small power production facility or a cogeneration facility) ("QF") will be
eligible to receive the standard rates and standard contract if the nameplate capacity of the QF, together
with any other electric generating facility 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 the Eligibility Threshold set
forth in Idaho Power's Schedule 85, P.U.C. ORE. No E-27.
Definition of Person(s) or Affiliated Person(s):
As used above, the term "same person( s )'' or "affiliated person( s )" means a natural person or persons or
any legal entity or entities sharing common ownership, management or acting jointly or in concert with or
exercising influence over the policies or actions of another person or entity. However, two facilities will
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, except for independent Family-Owned or Community-Based
facilities, two facilities will be held to be owned or controlled by the same person(s) or affiliated
person(s) if such common person or persons is a "passive investor" whose ownership interest in the QF is
primarily related to utilizing production tax credits, green tag values and MACRS depreciation as the
primary ownership benefit. A unit of Oregon local government may also be a "passive investor'' if the
local governmental unit demonstrates that it will 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 will 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 Commission.
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Definition of Same Site:
For purposes of the foregoing, generating facilities are considered to be located at the same site as the QF
for which qualification for the standard rates and standard contract is sought if they are located within a
five-mile radius of any generating facilities 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 Infrastructure:
QFs otherwise meeting the above-described separate ownership test and thereby qualified for entitlement
to the standard rates and standard contract will not be disqualified by utilizing an interconnection or other
infrastructure not providing motive force or fuel that is shared with other QFs qualifying for the standard
rates and standard contract so long as the use of the shared interconnection complies with the
interconnecting utility's safety and reliability standards, interconnection contract requirements and
Prudent Electrical Practices as that term is defined in the interconnecting utility's approved standard
contract.
Definition of Family Owned:
After excluding the ownership interest of the passive investor whose ownership interests are primarily
related to green tag values and tax benefits as the primary ownership benefit, five or fewer individuals
own 50 percent or more of the equity of the project entity, or fifteen or fewer individuals own 90 percent
or more of the project entity. A "look through" rule applies to closely held entities that hold the project
entity, so that equity held by LLCs, trusts, estates, corporations, partnerships or other similar entities is
considered held by the equity owners of the look through entity. An individual is a natural person. In
counting to five or fifteen, spouses or children of an equity owner of the project owner who also have an
equity interest are aggregated and counted as a single individual.
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Definition of Community Based:
a. A community project (or a community sponsored project) must have a recognized and established
organization located within the county of the project or within 50 miles of the project that has a
genuine role in helping the project be developed and must have some not insignificant continuing
role with or interest in the project after it is completed and placed in service. Many varied and
different organizations may qualify under this exception. For example, the community
organization could be a church, a school, a water district, an agricultural cooperative, a unit of
local government, a local utility, a homeowners' association, a charity, a civic organization, and
etc.
b. After excluding the passive investor whose ownership interests are primarily related to green tag
values and tax benefits as the primary ownership benefit, the equity (ownership) interests in a
community sponsored project must be owned in substantial percentage (80 percent or more) by
the following persons (individuals and entities): (i) the sponsoring organization, or its controlled
affiliates; (ii) members of the sponsoring organization (if it is a membership organization) or
owners of the sponsorship organization (if it is privately owned); (iii) persons who live in the
county in which the project is located or who live a county adjoining the county in which the
project is located; or (iv) units of local government, charities, or other established nonprofit
organizations active either in the county in which the project is located or active in a county
adjoining the county in which the project is located.
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APPENDIX E
COPY OF APPLICABLE PRICES FROM SCHEDULE 85
Schedule 85
Standard A voided Cost Prices -PV Solar QF
with S l I t f o ar n egra 100
Solar Integration Rate
301-400 MW Solar Schedule 85 -PV
Schedule 85 -PV Capacity Penetration Solar QF with
Solar QF Level Integration Rate
Deliveries On-Peak Off-Peak Non-On-Peak Off-Peak
During Energy Energy Levelized Energy Energy
Calendar Price Price Rates Price Price
Year $/MWh $/MWh $/MWh $/MWh $/MWh
2016 $18.92 $14.76 $0.54 $18.38 $14.22
2017 $23.88 $19.00 $0.55 $23.33 $18.45
2018 $25.59 $20.32 $0.56 $25.03 $19.76
2019 $27.56 $21.73 $0.57 $26.99 $21.16
2020 $28.65 $22.68 $0.59 $28.06 $22.09
2021 $30.14 $24.12 $0.60 $29.54 $23.52
2022 $32.71 $25.29 $0.61 $32.10 $24.68
2023 $33.96 $26.19 $0.63 $33 .33 $25.56
2024 $64.59 $41.14 $0.64 $63 .95 $40.50
2025 $66.46 $42.50 $0.66 $65.80 $41.84
2026 $68.42 $43.93 $0.67 $67.75 $43.26
2027 $71.08 $46.05 $0.68 $70.40 $45.37
2028 $72.42 $46.85 $0.70 $71.72 $46.15
2029 $73.85 $47.71 $0.71 $73.14 $47.00
2030 $75.55 $48.83 $0.73 $74.82 $48.10
2031 $76.88 $49.58 $0.75 $76.13 $48.83
2032 $79.98 $52.08 $0.76 $79.22 $51.32
2033 $82.94 $54.42 $0.78 $82.16 $53.64
2034 $85.90 $56.76 $0.80 $85.10 $55.96
2035 $88.96 $59.17 $0.81 $88.15 $58.36
2036 $91.86 $61.42 $0.83 $91.03 $60.59
2037 $94.94 $63.83 $0.85 $94.09 $62.98
2038 $97.52 $65.72 $0.87 $96.65 $64.85
2039 $100.95 $68.46 $0.89 $100.06 $67.57
2040 $106.03 $72.82 $0.91 $105 .12 $71.91
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