HomeMy WebLinkAbout20050307Application.pdf~- -------- ~_.. -_u.-:(
MONICA MOEN , ISB # 5734
BARTON KLINE , ISB # 1526
Idaho Power Company
1221 West Idaho Street
O. Box 70
Boise , Idaho 83707
Telephone: (208) 388-2692
FAX Telephone: (208) 388-6936
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Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTiliTIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
IDAHO POWER COMPANY FOR APPROVAL)
OF A FIRM ENERGY SALES AGREEMENT
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY BETWEEN IDAHO
POWER COMPANY AND PRISTINE
SPRINGS, INC. FOR PRISTINE SPRINGS # 3)
CASE NO. IPC-05-
APPllCA TION
COMES NOW Idaho Power Company ("Idaho Power" or the "Company ) and
pursuant to RP 52, hereby applies for an Idaho Public Utilities Commission ("IPUC" or the
Commission ) Order approving a Firm Energy Sales Agreement between Idaho Power and
Pristine Springs, Inc. under which Pristine Springs , Inc. would sell and Idaho Power would
purchase electric energy generated by the Pristine Springs #3 small hydroelectric
generation facility located on Warm Creek, north of Twin Falls , Idaho ("Facility
This Application is based on the following:
The Facility consists of a single 200 kW hydroelectric generation unit.
APPLICATION -
II.
Pristine Springs, Inc. is currently selling energy to Idaho Power from this
Facility under a previously approved Schedule 86, Uniform Agreement for the sale of non-
firm energy to Idaho Power, dated March 28 2003 (approved in IPUC Order 29234). The
Facility will continue to be a qualified small power production facility under the applicable
provisions of the Public Utilities Regulatory Policy Act of 1978 ("PURPA"
III.
On February 18, 2005, Idaho Power and Pristine Springs , Inc. entered into a
Firm Energy Sales Agreement ("Agreement") pursuant to the terms and conditions of
Commission Order No. 29632 and Commission Order 29646 to replace the existing
Schedule 86 agreement for this Facility. Under the terms of that Agreement , Pristine
Springs, Inc. elected to contract with Idaho Power for a 1 O-year term. Pristine Springs, Inc.
further elected to contract with the Company using the Non-Levelized Published Avoided
Cost Rates as currently established by the Commission for energy deliveries of less than
10 average MW.
IV.
In many respects , this Agreement is similar to the agreement entered into by
Idaho Power and US Geothermal that was recently approved in Commission Order 29692
dated January 24 2005, and the Lewandowski Farms agreement submitted to the IPUC
for approval on February 14 2005 (Case No. IPC-05-03). This Agreement contains the
various PURPA terms and conditions previously approved by the Commission in other
PU RP A agreements and as revised by Commission Order No. 29632 in Case No. I PC-
04-8 (US Geothermal complaint). This Agreement also notes that that the Facility has an
APPLICATION - 2
existing Schedule 86, Non Firm energy sales agreement and is currently selling energy to
Idaho Power.
The nameplate rating and the maximum generation capability of this Facility
is 200 kW (Appendix B of the Agreement). Therefore, as stated in Paragraph 1.9 of the
Agreement, this Facility is eligible for the less than 10 average MW published avoided cost
rates.
VI.
Because this Facility is currently interconnected and selling energy to Idaho
Power under a Schedule 86, non-firm agreement , interconnection of this Facility to the
Company s distribution system is completed. The previously established interconnection
costs set out in the Schedule 86 agreement will be used to value the interconnection costs
under the proposed Agreement. The applicable monthly Schedule 72 charges will apply.
VII.
Section 24 of the Agreement provides that the Agreement will not become
effective until the Commission has approved all of the Agreement's terms and conditions
and declared that all payments Idaho Power makes to Pristine Springs , Inc. for purchases
of energy will be allowed as prudently incurred expenses for ratemaking purposes.
VIII.
Within this Agreement, various requirements have been placed upon Pristine
Springs, Inc. in order for Idaho Power to accept energy deliveries from this Facility. Idaho
Power will monitor compliance with these initial requirements. Once these requirements
have been met, the existing Schedule 86 agreement will be terminated (paragraph 5.4 of
the Agreement). In addition , Idaho Power will monitor the ongoing requirements through
APPLICATION - 3
the full term of this Agreement. Should the Commission approve this Agreement, Idaho
Power intends to consider the Effective Date of the Agreement to be February 18, 2005.
IX.
The Agreement, as signed and submitted by the Parties thereto , contains
Non-Levelized Published Avoided Cost Rates in conformity with applicable IPUC Orders.
Service of pleadings , exhibits , orders and other documents relating to this
proceeding should be served on the following:
Monica B. Moen , Attorney II
Barton L. Kline, Senior Attorney
Idaho Power Company
O. Box 70
Boise, Idaho 83707
Randy C. Allphin
Contract Administrator
Idaho Power Company
O. Box 70
Boise , Idaho 83707
NOW , THEREFORE , based on the foregoing, Idaho Power Company hereby
requests that the Commission issue its Order:
(1 )Approving the Firm Energy Sales Agreement between Idaho Power
Company and Pristine Springs , Inc. without change or condition; and
(2)Declaring that all payments for purchases of energy under the firm
Energy Sales Agreement between Idaho Power Company and Pristine Springs, Inc. be
allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 4th day of March 2005.
(f).
MONICA B. MOEN
Attorney for Idaho Power Company
APPLICATION - 4
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 4th day of March 2005 , I served a true and
correct copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
Wendell Starke
Pristine Springs Inc.
274 Kay Drive
Twin Falls , ID 83301
Hand Delivered
S. Mail
Overnight Mail
FAX
(13-
MONICA B. MOEN
CERTIFICATE OF SERVICE
BEFORE THE IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-O5-
IDAHO POWER COMPANY
EXHIBIT
Article
F~ ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
PRISTINE SPRINGS INC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Continued Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
2/17/2005
F~ ENERGY SALES AGREEMENT
(10 aMW or Less)
PRISTINE SPRINGS # 3
Project Number: 31415165
THIS AGREEMENT, entered into on this 1;:'day of February 2005 between
PRISTINE SPRINGS INC, an Idaho corporation (Seller), and IDAHO POWER COMPANY, an
Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or
individually as "Party,
WITNESSETH:
WHEREAS, Seller, owns, maintains and operates an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller s Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 Commission" - The Idaho Public Utilities Commission.
1.2 Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter,
1.3 Designated Dispatch Facility" - Idaho Power s Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 Disconnection Equipment"- All equipment specified in Appendix B and Appendix D.
1.5 Facility" - That electric generation facility described in Appendix B of this Agreement.
1.6 Generation Interconnection Process" - Idaho Power s generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
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1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards,
Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7,3 of this Agreement.
Interconnection Facilities - All equipment specified in Appendix B and Appendix D,
Initial Capacity Determination - As specified in Appendix B of this Agreement, the Maximum
Capacity of this Facility is 200 kW. Therefore, Idaho Power accepts this Maximum Capacity
data and the associated nameplate data as establishing that under normal or average design
conditions, this Facility s average monthly energy deliveries to Idaho Power will not exceed 10
MW and is therefore eligible to be paid the published rates in accordance with Commission Order
No. 29632.
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.
Market Energy Cost"- Eighty-five percent (85%) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy, If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index, The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry,
Material Breach" - A Default (paragraph 22.1) subject to paragraph 22.
Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
Metering Equipment"- All equipment specified in this Agreement and specified in Appendix B
and Appendix D required to measure, record and telemeter power flows between the Seller
electric generation plant and Idaho Power s system.
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1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy,
Operation Date - The day commencing at 0001 hours, Mountain Time following the day that
all requirements of paragraph 5.2 have been completed,
Point of Delivery" - The location specified in Appendix B, where Idaho Power s and the
Seller s electrical facilities are interconnected.
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.
Schedule 72"- Idaho Power s Tariff No 101 , Schedule 72 or its successor schedules as
approved by the Commission.
Season" - The three periods identified in paragraph 6,1 of this Agreement.
Special Facilities - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Appendix D, Schedule 72 or the Generation
Interconnection Process required to safely interconnect the Seller s Facility to the Idaho Power
system,
Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
Surplus Energy" - (1) Net Energy produced by the Seller s Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2. or (2) If the Net Energy
produced by the Seller s Facility and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6., then all Net Energy delivered by the Facility to the Idaho Power
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1.24
electrical system for that given month or (3) All Net Energy produced by the Seller s Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
Total Cost of the Facility - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
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 ill: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller s design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller s design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility,
Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR ~ 292.207, After initial qualification, Seller will take such steps as
may be required to maintain the Facility s Qualifying Facility status during the term of this
Agreement and Seller s failure to maintain Qualifying Facility status will be a Material Breach of
this Agreement. Idaho Power reserves the right to review the Seller s Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
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3.3 FERC License - Seller warrants that the Facility possesses a valid license or exemption from
licensing from the Federal Energy Regulatory Commission ("FERC") for the Facility. Seller
recognizes that Seller s possession and retention of a valid FERC license or exemption is a
material part of the consideration for Idaho Power s execution of this Agreement. Seller will take
such steps as may be required to maintain a valid FERC license or exemption for the Facility
during the term of this Agreement and Seller s failure to maintain a valid FERC license or
exemption will be a Material Breach of this Agreement.
ARTICLE IV: CONDITIONS TO CONTINUED ACCEPTANCE OF ENERGY
Prior to an Operation Date being issued for the Seller s Facility, the Seller shall complete the
following:
This Facility is currently interconnected to Idaho Power and is selling energy to Idaho
Power as a Qualifying Facility in accordance with a Schedule 86, Uniform Agreement
, for the sale of non-firm energy to Idaho Power, dated March 28, 2003. The Seller has
previously submitted proof to Idaho Power that all licenses, permits or approvals
necessary for the Seller to operate under the current Schedule 86 agreement have been
obtained from applicable federal, state or local authorities, including, but not limited to
evidence of compliance with Subpart B, 18 CFR 292.207. The Seller shall submit any
additional permits required for the Facility to operate under this Firm Energy Sales
Agreement.
1.2 Engineer s Certifications - This Facility is currently interconnected to Idaho Power and
is selling energy to Idaho Power as a Qualifying Facility in accordance with a Schedule
, Uniform Agreement for the sale of non-firm energy to Idaho Power, dated March 28
2003, The Seller will submit a Certification of Ongoing Operations and Maintenance
& M) as described in Commission Order No, 21690 that has been completed no more
than 60 days prior to the effective date of this Agreement. This certificate will be in the
form specified in Appendix C but may be modified to the extent necessary to recognize
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the different engineering disciplines providing the certificates.
1.4 Insurance - Seller shall submit written proof to Idaho Power of all insurance required in
Article XV.
1.5 Interconnection - Seller shall complete all interconnection modifications, upgrades or
additions as specified in Appendix D of this Agreement.
1.6 Seller shall demonstrate to Idaho Power s reasonable satisfaction that the Facility is
capable of delivering Net Energy in the amounts as specified in paragraph 6.2 of this
Agreement for the full term of this Agreement in a consistent, reliable and safe manner.
1.7 Written Acceptance - Obtain written confirmation from Idaho Power that all conditions
to acceptance of energy have been fulfilled, Such written confirmation shall not be
unreasonably withheld by Idaho Power,
ARTICLE V: TERM AND OPERATION DATE
Term - This agreement shall be in full force and effect for a period of ten (10) ContractY ears
from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Completed all requirements of Article IV of this Agreement
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received,
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.
Seller s failure to complete all of the requirements of Article IV, Conditions to Acceptance of
Energy of this Agreement within 120 days of the effective date of this Agreement will be an
event of default.
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5.4 Upon completion of the requirements of paragraph 5,, the Schedule 86, Uniform Agreement for
the sale of non-firm energy to Idaho Power, dated March 28, 2003 for this Facility will be
terminated effective as of the Operation Date of this Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party s performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also
delivered by the Seller to Idaho Power at the Point of Delivery, At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
Initial Year Monthly Net Energy Amounts:
Season
Season 2
Season 3
Month kWh
March 134 000
April 125 500
May 120 000
July 119,500
August 128 000
November 135,500
December 131 000
June 113 000
September 135 000
October 137 500
January 140 500
February 129,000
Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
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2.4
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28., no
later than 5 :00 PM of the 5th day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.1 for the next 3 months of monthly Net Energy
amounts.
Seller s Adjustment of Net Energy Amount
2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28., the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts.
2.3.2 Beginning with the end of the 3rd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28., no later than
5 :00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller s Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.1 and the Seller
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.1 or 14.1 occurs will be reduced in accordance with
the following:
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Where:
NEA Current Month's Net Energy Amount (Paragraph 6.
SGU ) If Idaho Power is excused from accepting the Seller s Net
Energy as specified in paragraph 14.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
-- .
) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 14.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH Actual hours the Facility s Net Energy deliveries were either
reduced or suspended under paragraph 14.1 or 14.
Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA
Amount
- ( (
SGU NEA
TGU
) X (
) )
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller s Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller s failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-Ievelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00
Year Mills/kWh Mills/k Wh Mills/k Wh
2005 37.60.41 50.
2006 37.61.510
2007 38.63.52.
2008 39.64.53.
2009 40.66.55.
2010 41.46 67.56.41
2011 42.42 69.57.
2012 43.70.59.
2013 44.72.48 60.40
2014 45.42 74.61.
2015 46.47 75.63.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7, 1
whichever is lower.
7.3 Inadvertent Energy
Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10 000 kW = 7,440,000 kWh, Energy
delivered in January in excess of 7,440, 000 kWh in this example would be Inadvertent
Energy. )
7.3.Although Seller has designed and operates the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
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which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller s Facility and delivered to Idaho Power as
specified in Appendix A.
Continuing Jurisdiction of the Commission - This Agreement is a special contract and, as such
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc , 107 Idaho
781 , 693 P.2d 427 (1984); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122, 695 P.2d 1 261 (1985); Afton Energy. Inc. v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR ~292.303-308.
ARTICLE Vill: ENVIRONMENTAL ATTRlliUTES
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.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - This Facility is interconnected to Idaho Power and is selling energy to Idaho
Power as a Qualifying Facility in accordance with a Schedule 86, Uniform Agreement for the sale
of non-firm energy to Idaho Power, dated March 28, 2003. Seller has designed, constructed,
installed and will own, operate and maintain the Facility and any Seller-owned Interconnection
Facilities so as to allow safe and reliable generation and delivery of electric energy to Idaho
Power for the full term of the Agreement.
Interconnection Facilities - This Facility is interconnected to Idaho Power and is selling energy to
Idaho Power as a Qualifying Facility in accordance with a Schedule 86, Uniform Agreement for
the sale of non-firm energy to Idaho Power, dated March 28, 2003. Idaho Power has reviewed
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the existing Interconnection Facilities and has identified specific items that will require
modification, upgrades or additions to the existing equipment. These items are documented in
Appendix D of this agreement. The Seller will be responsible to complete the modifications
upgrades or additions as specified in Appendix D. All costs of all items identified within
Appendix D and payment to Idaho Power will be in accordance with Schedule 72.
ARTICLE X: DISCONNECTION EQUIPMENT
10.This Facility is interconnected to Idaho Power and is selling energy to Idaho Power as a
Qualifying Facility in accordance with a Schedule 86, Uniform Agreement for the sale of non-
firm energy to Idaho Power, dated March 28 2003. Idaho Power has reviewed the existing
Disconnection Equipment and has identified specific items that will require modification
upgrades or additions to the existing equipment. These items are documented in Appendix D of
this agreement. The Seller will be responsible to complete the modifications, upgrades or
additions as specified in Appendix D, All costs of all items identified within Appendix D and
payment to Idaho Power will be in accordance with Schedule 72.
ARTICLE XI: METERING AND TELEMETRY
11.1 Metering - This Facility is interconnected to Idaho Power and is selling energy to Idaho Power as
a Qualifying Facility in accordance with a Schedule 86, Uniform Agreement for the sale of non-
firm energy to Idaho Power, dated March 28 2003. Idaho Power has reviewed the Metering and
Telemetry and has identified specific items that will require modification, upgrades or additions
to the existing equipment. These items are documented in Appendix D of this agreement. The
Seller will be responsible to complete the modifications, upgrades or additions as specified in
Appendix D. All costs of all items identified within Appendix D and payment to Idaho Power
will be in accordance with Schedule 72. All meters used to determine the billing hereunder shall
be sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected
tested or adjusted.
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11.Meter Inspection - Idaho Power shall inspect and test all meters upon their Installation
and at least once every four (4) years thereafter. If requested by Seller, Idaho Power shall
make a special inspection or test of a meter and Seller shall pay the reasonable costs of
such special inspection. Both Parties shall be notified of the time when any inspection or
test shall take place, and each Party may have representatives present at the test or
inspection. If a meter is found to be inaccurate or defective, it shall be adjusted, repaired
or replaced, at Idaho Power s expense in order to provide accurate metering. If a meter
fails to register, or if the measurement made by a meter during a test varies by lllOre than
two percent (2%) from the measurement made by the standard meter used in the test,
adjustment (either upward or downward) to the payments Seller has received shall be
made to correct those payments affected by the inaccurate meter for the actual period
during which inaccurate measurements were made.If the actual period cannot be
determined, corrections to the payments will be based on the shorter of (1) a period equal
to one-half the time from the date of the last previous test of the meter to the date of the
test which established the inaccuracy of the meter; or (2) six (6) months.
ARTICLE XII - RECORDS
12.Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, actual monthly
maximum generator output (kW) and Inadvertent Energy records in a form and content
recommended by Idaho Power.
12.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
maXImum generator output (kW) and Inadvertent Energy records pertaining to the Seller
Facility.
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ARTICLE Xill - PROTECTION
13.This Facility is interconnected to Idaho Power and is selling energy to Idaho Power as a
Qualifying Facility in accordance with a Schedule 86, Uniform Agreement for the sale of non-
firm energy to Idaho Power, dated March 28, 2003. Idaho Power has reviewed the existing
Protection equipment and has identified specific items that will require modification, upgrades or
additions to the existing equipment. These items are documented in Appendix D of this
agreement. The Seller will be responsible to complete the modifications, upgrades or additions as
specified in Appendix D. All costs of all items identified within Appendix D and payment to
Idaho Power will be in accordance with Schedule 72. Seller shall provide and maintain adequate
protective equipment sufficient to prevent damage to the Facility and Seller-furnished
Interconnection Facilities. In some cases, some of Seller s protective relays will provide back-up
protection for Idaho Power s facilities. In that event, Idaho Power will test such relays annually
and Seller will pay the actual cost of such annual testing.
ARTICLE XIV -OPERATIONS
14.Communications Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power s Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14.Energy Acceptance
14.Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point
Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
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, interruption or reduction of Net Energy
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deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption
curtailment or reduction is terminated.
14.2 If, in the reasonable opinion of Idaho Power, Seller s operation of the Facility
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller s failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller s Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller s Facility, Seller may, after giving notice as
provided in paragraph 14.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries ). The Seller s Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller s telephone notification as specified in paragraph 14.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
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14.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14., the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXVill that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determine Idaho Power s acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power s acceptance of the Seller
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller s Facility.
14.Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power s expense, Seller s equipment as
necessary to accommodate the modified nominal operating voltage level.
14.Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power s electrical system. Generation ramping may be required to permit
Idaho Power s voltage regulation equipment time to respond to changes in power flow.
14.Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
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The Parties determination as to the acceptability of the Seller s timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller s preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
14.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.
14.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 XV: INDEMNIFICATION AND INSURANCE
15.Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party s construction, ownership, operation or
maintenance of, or by failure of, any of such Party s works or facilities used in connection with
this Agreement. The indemnifying Party shall, on the other Party s request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1 000 000, each occurrence, combined single limit. The deductible
for such insurance shall--be consistent with current Insurance Industry Utility practices for
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similar property.
15.2 The above insurance coverage shall be placed with an insurance company with an A.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.Seller to Provide Certificate of Insurance - As required in paragraph 4.1.4 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking t~ reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
16.As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances
earthquakes, fires , lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
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(1)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3)No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
17.Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power s Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power s approval and in recordable form.
17.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
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
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facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.
17.Joint Use of Facilities - Subject to Idaho Power s compliance with paragraph 17.4, 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
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 17., attaching Seller
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.
17.4 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 XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of 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 XVII.
ARTICLE XVill: LIABILITY; DEDICATION
18.Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication of that
Party s system or any portion thereof to the other Party or to the public or affect the status of
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19.
20.
21.1
21.2
22.
22.
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in
this Agreement shall ever be construed to create an association, trust, partnership or joint venture
or impose a trust or partnership duty, obligation or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
ARTICLE XX: 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 XXI: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho 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 Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXII: DISPUTES AND DEFAULT
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.
Notice of Default -
22.Defaults.If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
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22.
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 22.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
22.Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.
22.
22.
Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
Engineer s Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller
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
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1 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. If at any time Seller fails to maintain
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compliance with the permits and licenses described in paragraph 4.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXill: GOVERNMENTAL AUTHORIZATION
23.This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.This Agreement shall become finally effective upon the Commission s approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXV: SUCCESSORS AND ASSIGNS
25.This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor 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.
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ARTICLE XXVI: MODIFICATION
26.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 XXVII: TAXES
27.Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVill: NOTICES
28.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:Pristine Springs Inc.
Curtis Gay
201 Warm Creek Road
Jerome, ID 83338
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idaho 83707
An electronic copy (e-mail) of the copy of the document
is acceptable. If the Seller desires to provide the copy
via e-mail Idaho Power will provide the Seller the
appropriate e-mail address upon request by the Seller.
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29.
30.
31.1
32.
ARTICLE XXIX: 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 Certifications
Modifications, Upgrades and Additions
ARTICLE XXX: 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 XXXI: 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 XXXII: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
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Dated
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
LL !Z(
N. Vern Porter - Mgr Power Supply Operations
fil3l!.uMy /1; 2CJOS
Idaho Power
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Pristine Springs Inc
Dated :1--e.J,
-I-!.-
I J--o 0
Seller
2/17/2005
APPENDIX A
MONTHL Y 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
POBox 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility s total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
Breaker Openin2 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)
State Zip
Facility
Output
Station
Usa2e
Phone Number:
Station
Usa2e
Metered
Maximum Generation
Net Generation
Breaker Closing Record
Date Time Meter
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
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Reason
Date
2/17/2005
ROUTINE REPO R TIN G
Seller s Contact Information
24-Hour Proiect Operational Contact
Name:
Office Telephone:
Home Telephone:
Cell Phone:
Name:
Office Telephone:
Home Telephone:
Cell Phone:
Curtis Gay
208-736-1606
208- 733-1335
208-308-8220
Brian Tadlock
208-736-1684
208-543-2809
208-420- 7217
Project On-site Contact information
Telephone Number:
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31415165
PRISTINE SPRINGS # 3
DESCRIPTION OF FACILITY
The Seller s Facility is described as one (1) hydro driven synchronous generator with a nameplate
rating of 200-, 2400-volt, three-phase, 60 hertz.
LOCATION OF FACILITY
The Facility is located on Warm Creek (north of Twin Falls, Idaho) in the NW 1/4 of Section 19
Township 9 South, Range 17 East, Boise Meridian, Jerome County, Idaho.
MAXIMUM CAPACITY AMOUNT: This value will be 200 kW, the maximum energy that
potentially could be delivered by the Seller s Facility to the Idaho Power electrical system at any
moment in time. This value is consistent with the Seller s Generation Interconnection request.
POINT OF DELIVERY
Energy will be delivered to Idaho Power at 12.47-, three-phase, 60-Hz. The Point of Delivery
of energy from the Seller to Idaho Power will be at Idaho Power s pole-mounted disconnect
switch (Disconnect Device) located between the Idaho Power provided primary meter and the
Seller provided 15-kv rated pole-mounted rec1oser.
Station Use
The demand component of the station use shall not exceed 30 kW and the annual Station Usage
(kWh) shall not exceed 5% of the energy delivered by this Facility to the point of delivery.
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LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system, no Losses will be calculated for this Facility. If the
Idaho Power Metering is unable to measure the exact energy deliveries by the Seller to the Idaho
- .
Power electrical system, a Losses calculation will be established to measure the energy losses
(kWh) between the Seller s Facility and the Idaho Power electrical system. This loss calculation
will be initially set at 2% of the kWh energy production recorded on the Facility generation
metering equipment. At such time as Seller provides Idaho Power with the electrical equipment
specifications (transformer loss specifications, conductor sizes, etc) of all of the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power will
configure a revised loss calculation formula to be agreed to by both parties and used to calculate
the kWh Losses for the remaining term of the Agreement. If at anytime during the term of this
Agreement, Idaho Power determines that the loss calculation does not correctly reflect the actual
kWh losses attributed to the electrical equipment between the Facility and the Idaho Power
electrical system, Idaho Power may adjust the calculation and retroactively adjust the previous 12
months kWh loss calculations.
INTERCONNECTION FACILITIES
Metering and Telemetry
Idaho Power will provide prImary metering (12.47-kv) and the associated metering
equipment (instrument transformers) to accurately measure the energy (kWh) delivered to
Idaho Power. This metering will be separate from any metering of Seller s load. Idaho
Power provided Meter Equipment will be owned and maintained by Idaho Power, with
total cost of purchase, installation, operation, and maintenance, including administrative
cost to be reimbursed to Idaho Power by the Seller.
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Metering equipment required to measure and record the instantaneous energy deliveries
to Idaho Power that Idaho Power has access to.
In the event it is determined that automated telemetry is required at this location. Idaho
Power will purchase and install this equipment at the Seller s expense. The Seller will
provide the necessary communication lines for this automated telemeter at the Seller
expense.
Disconnection Equipment
Idaho Power will provide and maintain:
Protection and control equipment that consists of instrument transformers, protective
relaying, dedicated DC power supply, and associated controls to remotely operate the
Seller provided 15-kV recloser. Idaho Power s protection and control equipment will
provide automatic control of the Seller provided 15-kV rec1oser.
Protection and control equipment is required to insure that the Seller s Facility
will be disconnected from Idaho Power s system in the event of a disturbance on
either Idaho Power s system or the Seller s Facility. This equipment is for the
protection of only Idaho Power s equipment. The Seller is responsible to provide
adequate protection and control equipment to protect the Seller s equipment from
any Idaho Power or Seller disturbances.
Special Facilities
Idaho Power will provide and maintain:
12.5 Kv three-phase line extension to the metering and protection packages
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2/17/2005
A single-phase 7200-120/240V (15-kV A) transformer connected on Idaho
Power s side of the Seller owned recloser to provide power to Idaho Power
protective relaying package and to the Seller s recloser closing solenoid.
All poles and other mounting facilities required for the IPC provided
equipment.
Seller Provided Equipment and Facilities
Pristine Springs Hydro #3 will provide and maintain:
Overhead secondary voltage (2,400-volt) distribution circuit from the
generator to the generation step-up transformer
Generation step-up transformer. The transformer shall be two winding (an
autotransfOItner is not permitted) connected grounded-wye (12,470Y/7 200
Volt) on the primary side of the transformer and connected ungrounded wye
(2,400Y Volt) on the secondary (generator) side of the transformer.
15-kV recloser located on the primary side (12.47-kV) of the generation step-
up transformer. The recloser shall be rated for the continuous current of the
circuit and shall have a minimum 12.kA symmetrical interrupting rating.
The recloser shall be designed for control from a microprocessor-based
recloser controller (e.g. Cooper Power System Form 6, Schweitzer
Engineering Laboratories, Inc. (SEL) 351R, or equal). The Idaho Power
provided protective relaying package will be utilized to perform the rec1oser
control functions. The recloser shall be provided with an auxiliary switch to
provide indication of recloser contact position (one normally open contact
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and one normally closed contact are required) to the Idaho Power protective
relaying package. The recloser shall have a 120/240V AC closing solenoid
and Idaho Power will provide the 120/240V AC power from the protective
relaying package.
A single-phase 7200-120/240V transformer connected on the generator side
of the recloser to provide a hot line/close block potential to the Idaho Power
protective relaying package. The secondary circuit will be fused at Idaho
Power s protective relaying package.
Circuits (recloser control, auxiliary switch, and hot line/close block potential)
and raceway between the recloser pole and Idaho Power s protective relaying
package.
Manual controls/indication to provide manual control and status of the Seller
provided circuit-interrupting device (15-kV rec1oser). The manual controls
shall be supervised via Idaho Power s protection and control equipment.
All poles and other mounting facilities required for the Seller provided
equipment.
All equipment and facilities provided by Seller shall meet applicable UL, ANSI
and IEEE standards, and shall be installed to meet all applicable local, state, and
federal codes.
The Seller shall provide the certification required by Schedule 72 that the Seller
provided Interconnection Facilities are functioning in accordance with all
applicable standards and codes and are in good working condition.
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SYNCHRONOUS GENERATORS
If a governor is used, the governor characteristics shall be capable of adjustment to at least five
percent (5%) speed droop, The initial droop setting will be five percent (5%). Idaho Power may
specify changes in the setting within the five percent (5%) capability.
The Seller shall provide automatic synchronizing equipment or manual synchronizing with relay
supervision. The synchronizing facilities shall have the following:
Slip frequency matching 0.1 Hz, or less
Voltage matching + 10%, or less
Phase angle acceptance + 1 0 degrees, or less
Breaker closure time compensation
Synchronous generators shall be capable of operating continuously at maximum power output
within five percent (5%) of rated voltage and anywhere within a power factor range of from
ninety percent (90%) lagging to ninety-five percent (95%) leading.
Unless otherwise approved by Idaho Power, synchronous generators shall be equipped with an
excitation system capable of automatically controlling generator voltage over the full range of
generator power and reactive capability.
The generator excitation system shall have over and under excitation limiter equipment that will
permit voltage regulator action to control the reactive output within the range of the generator
capability.
The reactive capability of the Facility shall be operated as specified by Idaho Power, within the
generator reactive capability, to regulate either the interconnection voltage or Facility output
power factor or both. Idaho Power will provide the desired voltage, power factor, and schedules
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required by the Seller to set voltage regulators, power factor regulators and programmed or
remote signal controllers. Idaho Power may change these desired values from time to time as
system requirements change.
If the Facility is not operated to control reactive output in the manner specified and after
notification, the Seller does not make necessary corrections within a reasonable time, a default
will be declared.
REACTIVE POWER
The excitation system controls shall be set for power factor regulation. The Seller shall operate
the synchronous generator within plus or minus 5% of unity power factor.
COSTS
Original Interconnection Equipment
The cost of the Original Interconnection equipment was $44 205., which was reimbursed to
Idaho Power by Pristine Springs Inc.
Additional Interconnection Equipment
If any modifications, upgrades, or additions are specified within this Agreement, Appendix D or
at any time during the term of this Agreement that is not routine Operations and Maintenance of
the Original Equipment, the Seller will be required to reimburse Idaho Power all costs of this
addition equipment as specified in Schedule 72 or its successor schedule(s).
In addition to the installation and construction charges above, during the term of this Agreement
Seller will pay Idaho Power the operation and maintenance charge specified in Schedule 72
INTERCONNECTIONS TO NON-UTILITY GENERATION or its successor schedule(s).
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The monthly charges will be a sum of the following:
Original Equipment Monthly Charge
This Original Interconnection Equipment was installed and became operational as of June
2003 under the previous Schedule 86 Agreement for this Facility dated March 28, 2003.
Therefore the applicable year to be used in calculating the Schedule 72 Monthly
Operation and Maintenance Charges for this Original Interconnection Equipment will be
based upon the June 2003 installation of this equipment. For example - June 2003 thru
May 2004 equals year 1, June 2004 - May. 2005 equals year 2 and so on for the term of
this agreement.
Additional Equipment Monthly Charge
The applicable year of the Additional Equipment for use in calculating the Schedule 72
Monthly Operation and Maintenance Charges will be based upon the date the Additional
Equipment is installed and becomes operational.
SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power s nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
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:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
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" .
That the Project,which commonly known
the
Project, is located at
That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
That Engineer has no economic relationship to the Design Engineer of this Project.
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
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remmmng years of the Agreement.
That Engineer recognizes that Idaho Power, in accordance with paragraph 4.1 of the Agreement
is relying on Engineer s representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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APPEND IX D
MODIFICATIONS, UPGRADES AND ADDITIONS
PROJECT NO. 31415165
PRISTINE SPRINGS #3
This Facility is interconnected to Idaho Power and is selling energy to Idaho Power as a Qualifying
Facility in accordance with a Schedule 86, Uniform Agreement for the sale of non-firm energy to Idaho
Power, dated March 28, 2003. The Interconnection Facilities, Disconnection Equipment, Metering
Equipment, Telemetry Equipment and Protection Equipment were designed, installed, operated and
maintained in accordance with this previous agreement.
Idaho Power has reviewed the existing Interconnection Facilities, Disconnection Equipment, Metering
Equipment, Telemetry Equipment and Protection Equipment and listed below are specific modifications
upgrades and lor additions required for these facility to continue to deliver energy to Idaho Power at the
Point of Delivery under this new Energy Sales Agreement. The Seller will be responsible to complete the
modifications, upgrades or additions as specified in this Appendix D. All costs of all items identified
within this Appendix D and payment to Idaho Power will be in accordance with Schedule 72.
INTERCONNECTION 'FACILITIES
Idaho Power has reviewed the existing Interconnection Facilities at the Sellers facility and finds
that no upgrades, modifications or additions are required as of the date of this Agreement. If in
the future, Prudent Electrical Practices, regulations, electrical codes or safety codes require
upgrades, modifications or additions to the existing equipment, Idaho Power will notify the Seller
of these requirements and the Seller will be responsible for all costs of all items identified and
payment to Idaho Power will be in accordance with Schedule 72.
DISCONNECTION EQUIPMENT
Idaho Power has reviewed the existing Disconnection Equipment at the Sellers facility and finds
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that no upgrades, modifications or additions are required as of the date of this Agreement. If in
the future, Prudent Electrical Practices, regulations, electrical codes or safety codes require
upgrades, modifications or additions to the existing equipment, Idaho Power will notify the Seller
. of these requirements and the Seller will be responsible for all costs of all items identified and
payment to Idaho Power will be in accordance with Schedule 72.
METERING EQUIPMENT
Idaho Power has reviewed the existing Metering Equipment at the Sellers facility and finds that
no upgrades, modifications or additions are required as of the date of this Agreement. If in the
future, Prudent Electrical Practices, regulations, electrical codes or safety codes require upgrades,
modifications or additions to the existing equipment, Idaho Power will notify the Seller of these
requirements and the Seller will be responsible for all costs of all items identified and payment to
Idaho Power will be in accordance with Schedule 72.
TELEMETRY EQUIPMENT
Telemetry is currently not required at this Facility. If in the future, Prudent Electrical Practices,
regulations, electrical codes or safety codes requires this equipment be installed at this Facility,
Idaho Power will notify the Seller of these requirements and the Seller will be responsible for all
costs of all items identified and payment to Idaho Power will be in accordance with Schedule 72.
PROTECTION EQUIPMENT
Idaho Power has reviewed the existing Protection Equipment at the Sellers facility and finds that
no upgrades, modifications or additions are required as of the date of this Agreement. If in the
future, Prudent Electrical Practices, regulations, electrical codes or safety codes require upgrades
modifications or additions to the existing equipment, Idaho Power will notify the Seller of these
requirements and the Seller will be responsible for all costs of all items identified and payment to
Idaho Power will be in accordance with Schedule 72.
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