20190513Durkee Solar OR PURPA Agreement.pdf

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An IDACORP Company
DONOVAN E. WALKER
Lead Counsel
dwal [e-mail]
May 13,2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Durkee Solar, LLC - State of Oregon Public Utility Regulatory Policies Act
of 1978 ('PURPA') Energy Sales Agreement
Dear Ms. Hanian
Enclosed please find four (4) copies of an executed PURPA energy sales
agreement for the state of Oregon between ldaho Power Company ("ldaho Power") and
Durkee Solar, LLC (3 MW). Because this solar project is located in the state of Oregon
and interconnects with ldaho Power's system in the state of Oregon, this agreement
and the rates paid under the agreement are in accordance with the rules and orders of
the Public Utility Commission of Oregon.
ldaho Power is providing these informational copies for the ldaho Public Utilities
Commission's ("Commission") records and convenience. Please contact me at
[phone] if you have any questions.
S ly,
ovan E. Walker
DEW:csb
Enclosurescc: Karl T. Klein, Commission - Mencl.
Yao Yin, Commission - w/encl.
Terri Carlock, Commission - Wencl.
Michael Darrington, ldaho Power - w/o encl. (via e-mail)
1221 W. ldaho St. (83702)
PO. Box 70
Boise, lD 83707
OREGON STANDARD
ENERGY SALES AGREEMENT
(Intermittent Resource)
BETWEEN
IDAHO POWER COMPANY
AND
DURKEE SOLAR, LLC
TABLE OF CONTENTS
Article
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TITLE
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
Indemnifi cation and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes, Defaults and Remedies
Govemmental 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)
Durkee Solar. LLC
Project Number: 20 I 904 I 8
THIS AGREEMENT is entered into on this L1 auy ,f Lon,(20 11
between Durkee Solar, LLC, an Oregon 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 ldaho 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:
l.l "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 "eorn-!qi-dqn" - The Oregon Public Utility Commission.
1.4 "e-q$ret_Y.BI" - 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
1.6
1.7
1.8
1.9
l.l0
l.l I
"DgfautS_ecgdfi" - 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.
"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.
"Delay DamAre!" - 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.
"Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power
"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 ldaho 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.
"Facility" - That electric generation facility described in Appendix B of this Agreement.
"First Energy Date" - The day commencing at 000I 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.
"Generation Interconnection Process" - Idaho Power's generation interconnection applic4tion
and engineering review process developed to ensure a safe and reliable generation
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1.13
1.14
1.1s
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l.l8
l.l9
1.20
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interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
"lntegration 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.
"l111ermi!!4!ery" - a Facility that produces electrical energy from the use of wind, solar or
run of river hydro as the prime mover.
"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.
"Letter of Credit Securify" - Has the meaning set out in paragraph 4.1.6.2.
"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.
"Material Breach" - A Default (paragraph 18.2.1) subject to paragraph 18.2.2.
"Mechanical Availabiliw" - 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)y (H * N) * 100
Where:H : number of hours in the Contract YearN - number of generation units comprising the FacilityDH : Downtime Hours
"Mechanical Availability Guarantee" - shall be as defined in paragraph 6.4.
..,,_(ReplacementEnergy(kwh)multipliedbyRep1acement
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" - 82.40 of the monthly arithmetic average of the
Intercontinental Exchange ("lCE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg reported
prices.
The actual calculation being:
824 - (i {GCE Mid-C Peak Avg* * On-Peak hours for day) + (ICE
X=l
Mid-C Off-Peak Avg* * Off-Peak hours for day)) I (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
equalto 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 OflPeak 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, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.25 "Net Enersy" - 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 ldaho Power at the Point of Delivery for the full term of the Agreement.
1.26 "Qff-PgAk HqU1g" - 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, ( l6 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 000I 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.
1.3I "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 ldaho Power the same day. If
this calculation results in a value less than 0 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, Replacement Energy shall be expressed in kWh and calculated as follows:
(MAG - Mechanical Availability) * AnnualNet Energy Amount.
|.32..@,,.ShallbeMid-ColumbiaMarketEnergyCostminustheMonthly
Energy Price. If the result of this calculation is less than $0, then the result will be $0,
1.33 "Replacement Energ-v Transaction Costs" - costs ldaho 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 Operat " - 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 "Sen]g! 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-ln Rights" - Has the meaning set out in paragraph 4.1.6.4.
l.4l "Sufficient Prime Mo " means prime mover (i.e. wind speed, water quantity or solar insolation)
that is equal to or greater than the generation unit's manufacturer-specified minimum levels
required for the generation unit to produce energy.
1.42 "S_g1p.!_UqEnqg" - ( l) All Net Energy produced by the Seller's Facility and delivered by the
Facility to the ldaho 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 MWs by a third-party transmission provider shall not be considered to
be Surplus Energy as described within this paragraph 1.42 item I or (2) All Net Energy produced
by the Seller's Facility and delivered by the Facility to the ldaho Power electrical system prior to
the Operation Date.
1.43 "Total Cost of the F " - The total cost of structures, equipment and appurtenances.
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2.1
2.2
3.1
3.2
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller wanants and represents to ldaho 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.
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
No Warranty by ldaho 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 ldaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safegi,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualiffing Facility Status - Seller warrants that the Facility is a "Qualiffing 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 Qualiffing Facility certificate will
be a Material Breach of this Agreement. Idaho Power reserves the right to review the Seller's
Qualiffing 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 "Quali$ing Facility," as that term
is defined in l8 CFR 2g2.2}l 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.
FERC License (only applies to hydro projecrs) - Seller warrants that Seller possesses a valid license
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3.3
3.4
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.
Eligibilitv for Standard Rates and Contract
3.4.1 Initial Oualification - 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 veriffing 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
Appendix D.
3.4.2 Ongoing Oualification - 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 ldaho 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
will provide all such confidential information to the Public Utility Commission of Oregon
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4.1
3.4.3
3.4.4
upon the Commission's request.
Oualification Dispute - Any dispute concerning the Seller's entitlement to the standard
rates and standard contract shall be presented to the Commission for resolution.
Seller warrants that the Facility is an Intermittent Resource.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho 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, l8 CFR 292.201 et
seq.
4.1.2 Nameplate Capacitv Determination - Submit to Idaho Power such data as ldaho 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 veriff the
manufacturer's nameplate rating of this Facility. Upon receipt of this information,ldaho
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 certifi cates.
4.1.4 Insurance - Submit written proof to Idaho Power of all insurance required in Article XI.
4.1 .5 Interconnection - Provide written proof to Idaho Power that all Generation
Interconnection Process requirements have been completed. The entire completed
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4.t.6
Generation Interconnection Process, including, but not limited to, the equipment
specifications and requirements will be included by reference in this Agreement.
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 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 eam 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 ifno such deduction had occurred.
4.1 .6.2 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
Requirements, in a form acceptable to Idaho Power in its discretion, or (b) a
Letter of Credit in favor of Idaho Power. To the extent Idaho Power receives
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4.1.6.3
4.1.6.4
payment from the Default Security, Seller shall, within fifteen ( l5) 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 ofbusiness that are either
not yet due and payable or that have been released by means ofa
performance bond posted within eight (8) calendar days of the
commencement of any proceeding to foreclose the lien.
Step-in Riehts (Operation by ldaho 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
("Facility Lender"), a right to possess, assume control of, and
operate the Facility that is equal to or superior to Idaho Power's
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4.1.6.4.2
4.1.6.4.3
4.1.6.4.4
right under this paragraph 4.1.6.4.
Idaho Power shall give Seller ten ( l0) calendar days' notice in
advance of the contemplated exercise of Idaho 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 ofconstructing and/or operating the
Facility. Seller hereby irrevocably appoints Idaho Power as
Seller's attomey-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.
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.
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 ldaho Power shall assume
possession, operation, and control solely as agent for Seller.
a) In the event Idaho Power is in possession and control ofthe
Facility for an interim period, Seller shall resume operation
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4.1.6.4.5
and ldaho 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 ldaho 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 ldaho Power
shall relinquish its right to operate when the Facility Lender
or any nominee or transferee thereof requests such
relinquishment.
Idaho Power's exercise ofits rights hereunder to possess and
operate the Facility shall not be deemed an assumption by ldaho
Power of any liability attributable to Seller. If at any time after
exercising its rights to take possession ofand operate the
Facility ldaho Power elects to return such possession and
operation to Seller, Idaho Power shall provide Seller with at
least fifteen (15) calendar days advance notice ofthe date ldaho
Power intends to retum such possession and operation, and
upon receipt of such notice Seller shall take all measures
necessary to resume possession and operation of the Facility on
such date.
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5.1
5.2
5.3
5.4
4.1.7 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shallbe
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
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 fuot to
exceed 20 years) Contract Years from the Operation Date, except if the Operation Date is granted
for a date that is after the Scheduled Operation Date identified in Appendix B, in which case the
' Term shall start on the Scheduled Operation Date.
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.
If the Seller fails to achieve the Operation Date by the Scheduled Operation Date, Sellerwill pay
Idaho Power Delay Damages until the Seller achieves the Operation Date or until the date this
Agreement is terminated.
Seller's failure to achieve the Operation Date by the Scheduled Operation Date will be an Event of
Default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Pafty's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power
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6.r
6.2
6.3
6.4
at the Point of Delivery.
Annual Net Energy Amount - Seller intends to produce and deliver Net Energy in the following
annual amount:
6.2.1 Annual Net Energy Amount: 6.883.000 kwh
6.2.2 Seller's Adjustment of Annual Net Energy Amounts
6.2.2.1 No later than the Scheduled Operation Date, by written notice given to ldaho
Power in accordance with paragraph 23.1, the Seller may revise the previously
provided AnnualNet Energy Amount.
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.
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.
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.
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7.1
7.2
7.3
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energ.v 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 - Gas Market Method from Schedule 85 as the basis for determining the
purchase price. The Net Energy Purchase frice shall be calculated as specified in Schedule 85
resulting in an On-Peak and Off-Peak Net Energy Purchase Price, 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, which
will be applied to the applicable energy deliveries during On-Peak and Off-Peak Hours.
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, 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.
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 ldaho 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
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7.4
'7.5
'7.6
8.1
non-solar Facilities or for the fraction of total Net Energy delivered equal to 3,000 kW divided by
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.
Delay Damases Payment -Delay Damages will be billed to the Seller monthly and Seller shall
make payment in fullwithin 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.
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.
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 ldaho 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 Faciliry and delivered to Idaho Power as specified in Appendix A.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
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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9.1
9.2
ARTICLE IX: RECORDS
MaintenanceofRecords - 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 ldaho Power.
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.
ARTICLE X: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with Appendix
A of this Agreement.
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 ldaho Power determines that curtailment,
interruption or reduction of Net Energy deliveries is necessary because of line 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, intemrption 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 alarate equivalent to the pro rata daily average of the
amount specified in paragraph 6.2. Idaho Power will notiff Seller when the intemrption,
curtailment or reduction is terminated.
10.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
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t0 .2
10.3
10.4
10.5
I1.1
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho PoweCs
equipment, personnel or service to its customers, Idaho Power may physically intemrpt the
flow of energy from the Facility as specified within the Generation Interconnection Process
or take such other reasonable steps as ldaho Power deems appropriate.
Scheduled Maintenance - On or before January 3l of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho 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 Parfy shall unreasonably withhold
acceptance of the proposed maintenance schedule.
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.
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
Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Parry, 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 indemniffing 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 indemniffing Party shall, on the other Party's request, defend any suit asserting a claim covered
by this indemnity. The indemnifuing Party shall pay all costs, including reasonable attorney fees
_20_
that may be incurred by the other Party in enforcing this indemnity
ll.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:
ll.2.l.l 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 ldaho 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.
I | .2.1 .3 Seller to Provide Certificate of Insurance - As required in paragraph 4. I .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 Notifu Idaho Power of Loss of Coverage - If the insurance coverage
required by paragraph 11.2 shall lapse for any reason, Seller will immediately
notiff Idaho Power in writing. The notice will advise ldaho 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
l2.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho 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:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Parly written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result ofsuch occurrence.
13. 1
ARTICLE XIII: LAND RIGHTS
Sellerto 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
aa.LL-
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
righrof-way shall be subordinate to any future use by ldaho Power of such public righrof-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 ldaho 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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l4.l
l5.l
16.1
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
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
Parfy's system or any portion thereofto 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
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
Parfy. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVI: WAIVER
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.
ARTICLE XVII: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
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17.1
17.2
Oregon without reference to its choice of law provisions.
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
l8.l 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 Parfy, speciffing the manner in which
such Default occurred.
a.) If the defaulting Party shall failto 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.
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, parugraph 18.2.1.a or 18.2.1.b are not
_25_
applicable and the non-defaulting parry may terminate this Agreement at any time
after Notice of Default has been provided.
18.2.2 Material Breaches - The notice and cure provisions in paragraph 18.2. I 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 Securitv 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 I1.2. If Seller fails
to comply, such failure will be a Material Breach and may only be cured by Setler
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 ldaho Power with a Certification of Ongoing Operations and Maintenance (O &
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. l. I or to provide the documentation required
by this paragraph, such failure will be an Event of Default and may only be cured by Seller
submifiing to ldaho Power evidence of compliance from the permitting agency.
I 8.3.4 Security Requirements - During the full term of this Agreement, Seller shall maintain the
Security Requirements established in accordance with paragraph 4.1.6. Failure to
maintain these Security Requirements will be a Material Breach of this Agreement.
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18.3.4.1 If the Seller fails to maintain the Security 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
Facility construction loan, the Seller shall provide ldaho 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 l0 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 of Idaho Power's notification that the Material
Breach has not been cured.
18.3.5 Recougment 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 satisfu 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
amount owing by; ( I ) lump sum payment to Idaho Power by the Seller or (2)
partially withholding future payments to the Seller over a reasonable period of
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19.1
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
This Agreement is subjectto the jurisdiction of those govemmental agencies having control over
either Party of this Agreement.
ARTICLE XX: SUCCESSORS AND ASSIGNS
This Agreement and allof the terms and provisions hereof shallbe binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
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
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22.1
party which ldaho 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 of Idaho 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
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
Each Party shall pay before delinquency alltaxes and other govemmentalcharges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
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23.1
ARTICLE XXIII: NOTICES
All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Durkee Solar, LLC
191 West Nationwide Blvd. Suite 600
Columbus, OH 43215
Attention: General Counsel
Email : [e-mail]
Phone Number: [phone]
With a copy to:
Durkee Solar, LLC
C/O Heelstone Development, LLC
301 West Barbee Chapel Road - Suite 100
Chapel Hill, NC 27517
Attention: General Counsel
Email : [e-mail]
Phone: [phone]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
Cooy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
24.1
ARTICLE XXIV: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Definition of a Small Cogeneration Facility or Small
Power Production Facility eligible to receive the
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25.1
26.1
27.1
By
Appendix E
standard rates and standard contract.
Applicable Prices from Schedule 85
ARTICLE XXV: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVI: COUNTERPARTS
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
This Agreement constitutes the entire Agreement of the Parties conceming 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 Durkee Solar" LLC
-.'' n
\rt tz,ux ltN\By
Tessia Park, Vice President of Power Supply [,J r \\r am B. O,"rrens,Tr
Vrce Presrdenf
oq /25 /za\n+l a"t/act1Dated
"Idaho Power"
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Dated
"Seller"
APPENDIX A
A -I 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 ldaho 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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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Date Time Meter Reason
Metered
Maximum Generation
kw
Net Generation
Date Time Meter
Facility
Output
Station
Usase
As specified in this Agreement, the Seller shall include with this monthly report a summery 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 summar"Ji 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 Closing Record
t
2
3
4
5
6
7
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)
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 Enerry Sales
Agreement to which I em a Party.
A-2 ROUTINE REPORTTNG
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DateSignature
Idaho Power Designated Dispatch Facility contact information
Daily Enere.v Production Reporting
All projects with a Nameplate Capacity of I MW or greater shall:
Call daily by 10 a.m., l-800-356-4328 or l-800-635-1093 and leave the following
information:
. Project Identification - Project Name and Project Number
o Current Meter Reading
e Estimated Generation for the current dayr Estimated Generation for the next day
If ldaho Power determines that adequate generation data is available for this Facility's
daily generation, Idaho Power may modifu these reporting requirements
Planned and Unplanned Project outages
Call l-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number
. Approximate time outage occurred
o Estimated day and time of project coming back online
24-Hour Project Operational Contact
Name: David Henderson
Telephone Number: l-919-679-9015
Cell Phone: l-919-475-l8l I
Email: [e-mail]
Proj ect On-site Contact information
Telephone Number: l -9 19-679-901 5
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Seller's Contact Information
APPENDIX B
FACILITY AND POTNT OF DELIVERY
PROJECT NO. 20190418
B-l DESCRIPTION OF FACILITY
Durkee Solar is a proposed solar energy facility off Vandecar Road in Baker County, Oregon. It
is located on approximately 25 acres of tax PINS I I S43E28B00302 and I I S43E28B00400. It
will consist of Trina Tallmax 380W PV modules (or equivalent) connected to SMA Sunny
Highpower Peak3 150-US string inverters (or equivalent) connecting to the Idaho Power grid.
The qualifying facility includes all generator interconnection facilities necessary to deliver output
from the facility to the interstate grid.
Nameplate Capacity: 3 MW ac
B-2 LOCATION OF FACILITY
Located off Vandecar Road in Baker County, Oregon.
Latitude/Longitude Project Site Location: 44.583, -1 17.458
8.3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected February 28.2022 as the estimated Scheduled First Energy Date.
Seller has selected March3l.2022 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 ofthis Agreement must be completed prior to the project being
granted an Operation Date.
B-4 POINT OF DELIVERY
Durkee Substation is 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
-35-
B-5
B-6
energy to local Idaho Power load requirements or available capacity exists on the ldaho 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.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electricalsystem at the Point of Delivery, no Losses willbe 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 ldaho
Power Point of Delivery. This loss calculation will be initially set at 2o/o 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 ldaho 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.
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.
-36-
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:
l. 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 ldaho
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.
"Project."
and is hereinafter referred to as the
4. That the Project, which is commonly known as the 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 period of , years.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has 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
years.
-37-
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.
By
(P.E. Stamp)
Date
-38-
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby states
and certifies to the Seller as follows:
l. 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 years.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
-39-
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
-40-
APPENDIX C
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:
l. 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 [PCo 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 fumish electrical
energy to Idaho Power for a C_-) 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.
-41-
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 _ (___J year period.
ll. That Engineer recognizes that ldaho Power, in accordance with paragraph5.2 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.
By
(P.E. Stamp)
Date
-42-
APPENDIX D
DEFINITION OF A SMALL COGENERATION 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 ldaho 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, trrro 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%o. The 20%o cash flow share limit may only be exceeded for good cause
shown and only with the prior approval of the Commission.
-43-
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 Familv 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.
-44-
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 qualif, 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.
-45-
APPENDIX E
COPY OF APPLICABLE PRICES FROM SCHEDULE 85
-46-
IDAHO POWER COMPANY FOURTH REVISED SHEET NO. 85.1
CANCELS
THIRD REVISED SHEET NO.85-1
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
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 applicable to any Seller that:
Owns or operates a Qualifying Facility meeting the Eligibility Threshold defined below and desires to sell (C)
Energy generated by the Qualifying Facility to the Company in compliance with all the terms and conditions
of the Standard Contract;
2. Meets all applicable requirements of the Company's Generation lnterconnection Process.
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
Elioibilitv Threshold is the Nameplate Capacity requirement of a Qualifying Facility in order to be eligible for the
terms and conditions of the Standard Contract. The separate Eligibility Threshold delineations are:1. For all solar QF projects:a. \Mth a Nameplate Capacity no greater than 3 MW - the project is eligible for a Standard Contract
with fixed terms and standard avoided cost prices;
b. With a Nameplate Capacity above 3 MW and less than or equal to 10 MW - the project is eligible
for a Standard Contract with fixed terms and negotiated avoided cost prices;2. For all non-solar QF projects with a Nameplate Capacity of 10 MW or less - the project is eligible for a
Standard Contract with fixed terms and standard avoided cost prices.
Enerqv means the electric energy, expressed in kWh, generated by the Qualifying Facility 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 lnterconnection Process is the Company's generation interconnection application and engineering
review process developed to ensure a safe and reliable generation interconnection in compliance with all applicable
regulatory requirements, Prudent Electrical Practices and national safety standards. The Generation
lnterconnection Process is managed by the Company's Delivery Business Unit.
Heat Rate Conversion Factor is 7,100 MMBTU divided by 1,000
Heaw Load (HL) Hours are the daily hours from hour ending 0700-2200 Mountain Time, (16 hours) excludino all
hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor Day, Thanksgiving Day and
Christmas Day.
lntermittent describes a Qualifying Facility that produces electrical energy from the use of wind, solar or run of river
hydro as the prime mover.
Liqht Load (LL) Hours are the daily hours from hour ending 2300-0600 Mountain Time (8 hours), plus all other hours
on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor Day, Thanksgiving Day and Christmas
Day.
OREGON
Filed on April 12, 20'16
(N)
(N)
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
IDAHO POWER COMPANY FOURTH REVISED SHEET NO.85-2
CANCELS
THIRD REVISED SHEET NO. 85-2
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
DEFINITIONS (Continued)
Losses are the loss of electric energy occurring as a result of the transformation and transmission of electric energy
from the Qualifying Facility to the Point of Delivery.
Nameplate Capacitv 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, kilowatts, volts, or other appropriate units. Usually indicated
on a nameplate attached to the individual machine or device.
Non-Standard Contract is a negotiated contract between any Seller that owns or operates a Qualifying Facility with
a nameplate capacity rating which does not meet the Eligibility Threshold and desires to sell Energy generated by
the Qualifying Facility to the Company. The starting point for negotiation of price is the Avoided Cost Components
established in this schedule and may be modified to address specific factors mandated by federal and state law,
including
1. The utility's system cost data,
2. The availability of capacity or energy from a Qualifying Facility during the system daily and seasonal peak
periods, including:
a. The ability of the utility to dispatch the qualifying facility;
b. The expected or demonstrated reliability of the qualifying facility;
c. The terms of any contract 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 qualifying facility can be usefully coordinated with
scheduled outages of the utility's facilities;
e. The usefulness of energy and capacity supplied from a qualifying facility during system
emergencies, including its ability to separate its load from its generation;
f. The individual and aggregate value of energy and capacity from qualifying facilities on the electric
utility's system; and
g. The smaller capacity increments and the shorter lead times available with additions of capacity
from qualifying facilities; and
3. The relationship of the availability of energy or capacity from the Qualifying Facility to the ability 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 Qualifying Facility, if the purchasing electric utility generated an equivalent
amount of energy itself or purchased an equivalent amount of electric energy or capacity.
The guidelines for negotiating a Non-Standard Contract are more specifically described later in this schedule in
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS FOR QFS NOT MEETING THE
ELIGIBILITY THRESHOLD.
OREGON
Filed on April 12,2016
(M)
(c)
(D)
(c)
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
IDAHO POWER COMPANY FIRST REVISED SHEET NO. 85-3
CANCELS
ORIGINAL SHEET NO. 85-3
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
DEFINITIONS (Continued)
Point of Deliverv is the location where the Company's and the Seller's electrical facilities are inter-connected or
where the Company's and the Selle/s host transmission provider's electrical facilities are interconnected.
Prudent Electrical 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, dependability, efficiency
and economy.
PURPA means the Public Utility Regulatory Policies Act of 1978
Qualifyinq Facilitv or QF is a cogeneration facility or a small power production facility which meets the PURPA
criteria for qualification set forth in Subpart B of Part 292, Subchapter K, Chapter l, Title 18, of the Code of Federal
Regulations.
Seasonalitv Factor is the factor used in determining the seasonal purchase price of energy. The applicable factors
are:
73.50o/o 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 Qualifying Facility and desires to sell Energy to the Company.
Standard Contracts are the pro forma Energy Sales Agreements the Company maintains on file with the Public
Utility Commission of Oregon for lntermittent and non-intermittent on-system Qualifying Facilities and lntermittent
and non-intermittent off-system Qualifying Facilities, with a Nameplate Capacity which meets the Eligibility
Threshold.
Station Use is electric energy used to operate the Qualifying Facility which is auxiliary 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 processes required for a Seller to deliver and sell energy from a Qualifying Facility to the
Company. These processes may be completed separately or simultaneously.
1. GenerationlnterconnectionProcess
All generation projects physically interconnecting to the Company's electrical system, regardless of size,
location or ownership, must successfully complete the Generation lnterconnection Process prior to the
project delivering energy to the Company. A complete description of the Small Generator lnterconnection
Procedures, the lnterconnection Application and Company contact information is maintained on the ldaho
Power website at www.idahopower.com, or Seller may contact the Company's Delivery Business Unit at 1-
208-388-2658 for further inform ation.
All generation projects delivering power under the off-system Energy Sales Agreement must successfully
complete a comparable Generation lnterconnection Process with the Seller's host interconnection provider
and transmission provider.
(M)
(M)
(c)
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12,2016
IDAHO POWER COMPANY THIRD REVISED SHEET NO.854
CANCELS
SECOND REVISED SHEET NO. 85-4
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
QUALIFYI NG FACILITY lN FORMATION INQUI RY PROCESS (Continued0
2. Enerqy Sales Aoreement
To begin the process of completing a Standard Contract or negotiating a Non-Standard Contract, for a
proposed project, the Seller must submit to the Company a request for an Energy Sales Agreement. All
requests will be processed in the order of receipt by the Company.
a. Communications
Unless otherwise directed by the Company, all communications to the Company regarding an
Energy Sales Agreement should be directed in writing as follows:
ldaho Power Company
Cogeneration and Small Power Production
POBoxT0
Boise, ldaho 83707
b. Procedures
The Company's approved Energy Sales Agreement may be obtained from the Company's
website at http://www.idahopower.com or if the Seller is unable to obtain it from the
website, the Company will send a copy within 10 business days of a written request.
ln order to obtain a project specific draft Energy Sales Agreement the Seller must provide
in writing to the Company, general project information required for the completion of an
Energy Sales Agreement, including, but not limited to:
Date of request
Company / Organization that will be the contracting party
Contract notification information including name, address and telephone number
Verification that the Qualifying Facility meets the "Eligibility for Standard Rates and
Contract" criteria
Copy of the Qualifying Facility's QF certificate
Copy of the FERC license (applicable to hydro projects only)
Location of the proposed project including general area and specific legal property
description
Description of the proposed project including specific equipment models, types,
sizes and conflgurations
Type of prolect (wind, hydro, geothermal etc)
Nameplate capacity of the proposed project
Schedule 85 pricing option selected
Desired term of the Energy Sales Agreement
Annual net energy amount
Maximum capacity of the Qualifying Facility
Estimated first energy date
Estimated operation date
Point of Delivery
Status of the Generation lnterconnection Process
(M)
I
(M)
a)
b)
c)
d)
e)
f)
s)
h)
i)
i)
k)
r)
m)
n)
o)
p)
q)
r)
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12, 2016
IDAHO POWER COMPANY FIRST REVISED SHEET NO. 8S5
CANCELS
ORIGINAL SHEET NO. 85-5
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
QUALIFYING FACILITY INFORMATION INQUIRY PROCESS (Continued)
b. Procedures (Continued)
iv
v
The Company shall provide a draft Energy Sales Agreement when all information
described in Paragraph 2 above has been received in writing from the Seller. Within 15
business days following receipt of all information required in Paragraph 2 the Company will
provide the Seller with a draft Energy Sales Agreement including current standard avoided
cost prices andlor other optional pricing mechanisms as approved by the Oregon Public
Utility Commission in this Schedule.
The Company will respond within 15 business days to any written comments and proposals
that the Seller provides in response to the draft Energy Sales Agreement.
lf the Seller desires to proceed with the Energy Sales Agreement after reviewing the
Company's draft Energy Sales Agreement, it may request in writing that the Company
prepare a final draft Energy Sales Agreement. ln connection with such request, the Seller
must provide the Company with an updated status of the Generation lnterconnection
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 necessary lor the preparation
of a final draft Energy Sales Agreement. Once the Company has received the written
request for a final draft Energy Sales Agreement and all additional or clarified project
information that the Company reasonably determines to be necessary for the preparation
of a final draft Energy Sales Agreement, the Company will provide Seller with a final draft
Energy Sales Agreement within 15 business days.
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. lf the Seller prepares written comments and proposals, the Company will
respond within 15 business days to those comments and proposals.
When both parties are in full agreement as to all terms and conditions of the final draft
Energy Sales Agreement, the Company will prepare and fonryard 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 will execute the Energy Sales Agreement. Following the Company's execution
a completely executed copy will be returned to the Seller. Prices and other terms and
conditions in the Energy Sales Agreement will not be final and binding until the Energy
Sales Agreement has been executed by both parties.
vi
vii
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12,2016
IDAHO POWER COMPANY ELEVENTH REVISED SHEET NO. 85.6
CANCELS
TENTH SHFFT NO 85-6
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
AVOIDED COST PRICE
Standard Avoided Cost Prices for Baseload QF
Year
On-Peak Off-Peak
$IMWh $/MWh
Notes:(a) Value of on-peak capacity allocated to on-peak hours of a Baseload
resource. 2018-2025 On-peak Market Prices.
Fuel and Capitalized Energy Cost of the Proxy CCCT. 2018-2025(b) Off-Peak Market Prices.
(c)
(c)
(c)
$21.65
$23.12
$25.50
$28.93
$30.93
$32.49
$33.83
$34.95
$14.62
$16.90
$1 9.1 2
$22.45
$24.22
$25.67
$26.79
$27.88
2418
2019
2020
2021
2022
2023
2024
2025
$52.1 9
$54.05
$55.63
$56.93
$57.98
$59.20
$60.28
$71.20
$72.69
$74.26
$61.16
$62.12
$63.31
$64.79
$65.99
$67.66
$69.60
$33.12
$34.58
$35.75
$36.63
$37.26
$38.04
$38.68
$39.10
$39.60
$40.32
$41.31
$42.02
$43.19
$44.61
$45.69
$46.65
947.67
2024
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on May 1, 2018
Effective on May 23,2018
))(r
IDAHO POWER COMPANY EIGHTH REVISED SHEET NO. 85.7
CANCELS
SEVENTH REVISED SHEET NO. 85-7
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
Standard Avoided Cost Prices with lnteqration Charqes for a Wind QF
Year
On-Peak Off-Peak
($/MWh)$/MWh
Wind
lntegration
Charge
$/MWh
(a)(b)(c)(d)
(a)-(c)
(e)
(b)-(c)
2018
2019
2020
2021
2022
2023
2024
2025
$21.65
$23.12
$25.50
$28.93
$30.93
$32.49
$33.83
$34.95
$14.62
$16.90
$19.12
$22.45
$24.22
$25.67
$26.79
$27.88
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
$36.63
$38.16
$39.41
$40.36
$41.07
$41.93
$42.65
$43.16
$43.74
$44.55
$45.63
$46.43
$47"69
$49.21
$s0.38
$51.44
$52.56
$33.12
$34.58
$35.75
$36.63
$37.26
$38.04
$38.68
$39.10
$39.60
$40.32
$41.31
$42.02
$43.1 9
$44.61
$45.69
$46.65
$47.67
$17.51
$18.03
$18.57
$1 9.1 3
$19.70
$20.29
$20.e0
$21.s3
$22.18
$22.84
$23.s3
$24.23
$24.96
$25.71
$26.48
$27.27
$28.09
$28.s3
$29.80
$30.70
$31.62
$32.57
$33.25
$33.95
$34.66
$4.14
$5.09
$6.93
$9.80
$11.23
$12.20
$12.93
$13.42
$14.45
$1s.32
$15.88
$16.13
$16.11
$16.22
$16.17
$15.89
$15.65
$15.62
$15.83
$15.73
$16.07
$16.64
$1 7.1 3
$17.49
$17.90
($2.as1
($1 13)
$0.55
$3.32
$4.52
$5.38
$5.89
$6.3s
$10.94
$11.74
$12.22
$12.40
$12.30
$12.33
$12.20
$11.83
$11.51
$11.39
$11.51
$11.32
$11.s7
$12.04
$12.44
$12.70
$13.01
(c)
(c)
Notes:
(a)
(b)
(c)
Value of on-peak capacity allocated to on-peak hours of a Wind resource
Fuel and Capitalized Energy Cost of the Proxy CCCT
Wind lntegration Charges based on current penetration level of 701-800 MW. The
lntegration Charge will be updated when the next penetration level is reached.
2018 - 2025 On-Peak Market Prices
2018 - 2025 Oft-Peak Market Prices
(d)
(e)
(c)
(c)
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on May 1, 2018
Effective on May 23,2018
On-Peak
with
lnteqration Charge
Off-Peak
with
lntegration Charge
$/MWh $/MWh
IDAHO POWER COMPANY SEVENTH REVISED SHEET NO. 85-8
CANCELS
SIXTH R SHFFT NO 85-8
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
Standard Avoided Cost Prices with lnteqration Charqes for a PV Solar QF
PV Solar
lntegration
Charqe
$/MWh
(c)(a)(b)(d)
(a)-(c)
(e)
(b)-(c)
2018
2019
2020
2021
2022
2023
2024
2025
$21.65
$23.12
$2s.50
$28.93
$30.93
$32.49
$33.83
$34.95
$14.62
$16.90
$'19.12
$22.45
$24.22
$25.67
$26.79
$27.88
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
$56.76
$58.72
$60.39
$61.79
$62.95
$64.27
$6s.46
$66.45
$67.52
$68.83
$70.42
$71.74
$73.53
$75.59
$77.32
$78.94
$80.63
$33.12
$34.58
$35.75
$36.63
$37.26
$38.04
$38.68
$39.10
$s9.60
$40.32
$41.31
$42.02
$43.19
$44.61
$45.69
$46.65
$47.67
$21.09
$22.55
$24.91
$28.33
$30.32
$31.86
$33.1 I
$34.29
$s6.09
$s8.04
$59.69
$61.08
$62.22
$63.52
$64.70
$65.67
$66.72
$68.02
$69.59
$70.89
$72.66
$74.70
$76.41
$78.01
$79.68
$14.06
$16.33
$18.53
$21.85
$23.61
$25.04
$26.1 5
$27.22
$32.45
$33.90
$35.05
$35.92
$36.53
$37.29
$37.92
$38.32
$38.80
$39.51
$40.48
$41.17
$42.32
$43.72
$44.78
$45.72
$46.72
$0.56
$0.57
$0.59
$0.60
$0.61
$0.63
$0.64
$0.66
$0.67
$0.68
$0.70
$0.71
$0.73
$0.75
$0.76
$0.78
$0.80
$0.81
$0.83
$0.85
$0.87
$0.89
$0.91
$0.93
$0.95
Notes
(a)
(b)
(c)
Value of on-peak capacity allocated to on-peak hours of a Fixed PV Utility Solar resource
Fuel and Capitalized Energy Cost of the Proxy CCCT
Solar lntegration Charges based on current penetration level of 301-400 MW. The
lntegration Charge will be updated when the next penetration level is reached.
2018 - 2025 On-Peak Market Prices
2018 - 2025 Off-Peak Market Prices
(c)
(c)
(c)(d)
(e)
Year
On-Peak
otr-
Peak
($/MWh)$/MWh
On-Peak
with
lnteqration Charqe
Off-Peak
with
lntegration Charge
$/MWh $/MWh
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on May 1,2018
Effective on May 23,2018
IDAHO POWER COMPANY SECOND REVISED SHEET NO.85-9
CANCELS
FIRST REVISED SHEET NO.85-9
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
NET ENERGY PURCHASE PRICE
For contract years one (1) through (15) fifteen, the monthly Net Energy Purchase Price will be calculated as follows:
For all Energy delivered to the Company on a monthly basis during HL hours the Net Energy Purchase
Price will be:
The On-Peak price from the preceding applicable Standard Avoided Cost Price tables multiplied
by the appropriate Seasonality Factor.
For all Energy delivered to the Company on a monthly basis during LL hours the Net Energy Purchase
Price will be:
The Off-Peak price from the preceding applicable Standard Avoided Cost Price tables multiplied
by the appropriate Seasonality Factor.
For all periods after the end of the fifteenth (15th) contract year, the Company will pay the Seller monthly, for Energy
delivered and accepted at the Point of Delivery in accordance with the Seller's election of the following options:
Option 1 - Dead Band Method
Net Energy Purchase Price =
On-Peak = (AGPU + Capacity Payment On-Peak Hours)X Seasonality Factor
Off-Peak = AGPU X Seasonality Factor
Actual Gas Price Used (AGPU) =
90% of Fuel Cost if
lndexed Fuel Cost is less than 90% Fuel Cost; else
110o/o ol Fuel Cost if
lndexed Fuel Cost is greater than 1 10% Fuel Cost; else
lndexed Fuel Cost
where
On-Peak and Off-Peak are established in this schedule by QF resource type for the applicable calendar
year of the actual Net Energy deliveries to the Company, and
lndexed Fuel Cost is the applicable weighted monthly average index price of natural gas at Sumas
multiplied by the Heat Rate Conversion Factor.
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12, 2016
IDAHO POWER COMPANY SECOND REVISED SHEET NO.85-10
CANCELS
FIRST REVISED SHEET NO. 85-10
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
NET ENERGY PURCHASE PRICE (Continued)
Option 2 - Gas Market Method
Net Energy Purchase Price =
On-Peak = (AGPU + Capacity Payment On-Peak Hours) X Seasonality Factor
Off-Peak = AGPU X Seasonality Factor
ActualGas Price Used (AGPU) = lndexed Fuel Cost
where
On-Peak and Off-Peak are established in this schedule by QF resource type for the applicable calendar
year of the actual Net Energy deliveries to the Company, and
lndexed Fuel Cost is the applicable weighted monthly average index price of natural gas at Sumas
multiplied by the Heat Rate Conversion Factor.
MISCELLANEOUS PROVISIONS
lnsurance
Qualifying Facilities with a Nameplate Capacity of 200 kilowatts or smaller are not required to provide evidence of
liability insurance.
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS NOT MEETING THE ELIGIBILITY THRESHOLD
The Company will not impose terms and conditions beyond what is standard practice. The Edison Electric
lnstitute master agreement and the Company's Standard Contracts are useful starting points in negotiating
QF agreements.
The Company will provide an indicative pricing proposal for a QF that plans to provide firm energy or
capacity and chooses avoided cost rates calculated at the time of the obligation. The Company will provide
an indicative pricing proposal within 30 days of receipt of the information the Company requires from the
QF. The proposal may include other terms and conditions, tailored to the individual characteristics of the
proposed project. The avoided cost rates in the indicative pricing proposal will be based on the following:
The starting point for negotiations is the avoided cost calculated under the modeling methodology
approved by the ldaho Public Utilities Commission for negotiated contracts, as refined by the
Oregon Public Utility Commission to incorporate stochastic analyses of electric and natural gas
prices, loads, hydro and unplanned outages.
The prospective QF 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 QF necessary to prepare a draft agreement.
2.
(c)
(c)
b
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Mce President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12, 2016
IDAHO POWER COMPANY SECOND REVISED SHEET NO. 85-11
CANCELS
FIRST REVISED SHEET NO. 85-11
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS NOT MEETING THE ELIGIBILITY THRESHOLD(Continued)
3.
(c)
c.
d.
Within 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.
The QF must submit in writing a statement of its intention to begin negotiations with the Company
and may include written comments and proposals. The Company is not obligated to begin
negotiations until it receives written notification from the QF. The Company will not unreasonably
delay negotiations and will respond in good faith to all proposals by the QF.
When the parties 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 parties.
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.
QFs have the unilateral right to select a contract length of up to 20 years for a PURPA contract. The contract
length selecled by the QF may impact other contractual issues including, but not limited to, the avoided
cost determination with respect to that QF.
The Company should consider the QF to be providing firm energy or capacity if the contract requires
delivery of a specified 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 process. For
a QF providing firm energy or capacity:
The Company and the QF should negotiate the time periods when the QF may schedule outages
and the advance notification requirement ,for such outages, using provisions in the Company's
partial requirements tariffs as guidance.
The QF should be required to make best efforts to meet its capacity obligations during Company
system emergencies.
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.
e.
f
Lack of natural motive force for testing to prove commercial operation should not be a cause of
termination.
Delay of commercial operation should not be a cause of termination if the Company determines at
the time of contract execution that it will be resource-sufficient as of the QF on-line date specified
in the contract; however, damages may be appropriate.
The Company should include a provision in the contract that states the Company may require a
QF terminated due to its default and wishing to resume selling to the Company be subject to the
terms of the original contract until its end date.
e
4.
a
b.
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Mce President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12, 20'16
IDAHO POWER COMPANY FIRST REVISED SHEET NO. 8S.12
CANCELS
ORIGINAL SHEET NO. 8$.12
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS NOT MEETING THE ELIGIBILITY THRESHOLD (Continued)
5.
7
(c)
6
An "as available" obligation for delivery of energy, including deliveries in excess of Nameplate Capacity or
the amount committed in the QF contract, 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 damages for the QF choosing to terminate the contract early, or default
securig for these purposes.
For QFs unable to establish creditworthiness, the Company must at a minimum allow the QF 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 QF based on such factors
as its size and type of supply commitments.
When QF 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).
For QFs providing firm energy or capacity that choose this option, avoided cost rates should be
based on day-ahead market index prices for firm purchases.
For QFs providing energy on an "as available" basis, avoided cost rates should be based on day-
ahead market index prices for non-firm purchases.
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.
The Company should make adjustments to avoided costs for reliability on an expected forward-looking
basis. The Company should design QF rates to provide an incentive for the QF to achieve the contracted
level and timing of energy deliveries.
The Company should make adjustments to avoided costs for dispatchability on a probabilistic, forward-
looking basis.
lf 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.
Avoided cost rates for wind QFs should be adjusted for integration cost estimates based on studies
conducted for the Company's system, unless the QF contracts for integration services with a third party.
The Company should use the most recent integration cost data available, consistent with its
evaluation of competitively bid and self-build wind resources.
The portion of integration costs attributable to reserves costs should be based on the difference in
such costs between the wind QF and the Company proxy plant.
a.
b.
8.
L
10.
11.
12.
a-
b.
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12, 2016
IDAHO POWER COMPANY FIRST REVISED SHEET NO. 85.13
CANCELS
ORIGINAL SHEET NO. 85.13
SCHEDULE 85
COGENERATION AND SMALL POWER
PRODUCTION STANDARD
CONTRACT RATES
(Continued)
GUIDELINES FOR NEGOTIATION OF POWER PURCHASE AGREEMENTS
FOR QFS NOT MEETING THE ELIGIBILITY THRESHOLD (Continued)
13.
14.
15
16
(c)
c.The Company should base first-year integration costs on the actual level of wind resources in the
control area, plus the proposed QF. lntegration costs for years two through five of the contract
should be based on the expected level of wind resources in the control area each year, including
the new resources the Company expects to add. lntegration costs should be fixed at the year-five
level, adjusted for inflation, for the remainder of the life of the wind projects in the control area.
The Company is prohibited from using a long-range planning target for wind resources as the basis
for integration costs. However, if the Company is subject to near-term targets under a mandatory
Renewable Portfolio Standard, the Company may base its integration costs on the level of
renewable resources it must acquire over the next 10 years.
ln determining integration costs, the Company should make reasonable estimates regarding the
portion of renewable resources to be acquired that will be intermittent resources.
The Company should adjust avoided cost rates for QF line losses relative to the Company proxy plant
based on a proximity-based approach.
The Company should evaluate whether there are potential savings due to transmission 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.
The Company should not adjust avoided cost rates for any distribution or transmission system upgrades
needed to accept QF power. Such costs should be separately charged as part of the interconnection
process.
The Company should not adjust avoided cost rates based on its determination of the additional cost it might
incur for any debt imputation by a credit rating agency.
17. Regarding Surplus Sale and Simultaneous 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 tariff provision of the Company then in effect or any agreement
between the QF and the Company;
The two 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 directly connected
to the Company's electrical system;
The negotiation parameters and guidelines should be the same for both sale/purchase
arrangements described in paragraph 17. a; and
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.
d
b.
c.
d.
lssued by IDAHO POWER COMPANY
By Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
OREGON
Filed on April 12,2016