20050708Application.pdf

MONICA MOEN , ISB # 5734
BARTON KLINE , ISB # 1526
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
Telephone: [phone]
FAX Telephone: [phone]
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Boise, Idaho
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 TWIN FALLS
ENERGY COMPANY, INC.
CASE NO. IPC-05-
APPLICATION
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
Twin Falls Energy Company, Inc. ("Twin Falls ) under which Twin Falls would sell and
Idaho Power would purchase electric energy generated by the Low Line Midway
Hydroelectric Project located near Twin Falls , Idaho ("Facility
This Application is based on the following:
Twin Falls proposes to design , construct, install , own , operate and maintain a
5 MW hydro generating facility to be located near Twin Falls , Idaho. The Facility will be a
qualified small power production facility under the applicable provisions of the Public Utility
Regulatory Policy Act of 1978 ("PURPA"
II.
On June 27 2005 , Idaho Power and Twin Falls entered into a Firm Energy
Sales Agreement ("Agreement") pursuant to the terms and conditions of Commission Order
No. 29632 and Commission Order 29646. Under the terms of that Agreement, Twin Falls
elected to contract with Idaho Power for a 20-year term. Twin Falls further elected to
contract with the Company using the Levelized Published Avoided Cost Rates as currently
established by the Commission for energy deliveries of less than 10 average MW.
III.
The Twin Falls Agreement is the first levelized agreement to be entered into
in recent history. This Agreement is similar to recent agreements entered into by Idaho
Power and approved by the Commission (i.e., Pilgrim Stage Station Wind Park, IPUC
Order No. 29771; Oregon Trails Wind Park, IPUC Order No. 29772; Tuana Gulch Wind
Park, IPUC Order No. 29773; and the Thousand Springs Wind Park, IPUC Order No.
29770). The Agreement contains the various PURPA terms and conditions previously
approved by the Commission in other PURPA agreements and as revised by Commission
Order No. 29632 in Case No. IPC-04-8 (US Geothermal Complaint). In addition , since
this is a levelized agreement, the Agreement also contains the various security
requirements required by the Commission for levelized agreements.
IV.
The nameplate rating of this Facility is 2.5 MW. As defined in Paragraph 1.
of the Agreement and as described in Paragraph 4.3 of the Agreement, Twin Falls will be
required to provide data on the Facility that Idaho Power will use to confirm that, under
APPLICATION - 2
normal and/or average conditions , the Facility will not exceed 10 average MW on a monthly
basis. Because the proposed Facility s nameplate rating is 2.5 MW, well below the 10
average MW threshold , this process will primarily be a confirmation of the nameplate rating
of this Facility. Furthermore, as described in Paragraph 7.3 of the Agreement, should the
Facility exceed 10 average MW on a monthly basis , Idaho Power will accept the energy
Inadvertent Energy ) that does not exceed the Maximum Capacity Amount, but will not
purchase or pay for this Inadvertent Energy.
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 Twin Falls for purchases of energy
will be allowed as prudently incurred expenses for ratemaking purposes.
VI.
Twin Falls has elected March 10 2007 as the First Energy Date and April 1
2007 as the Operation Date for this Facility (Appendix B). Various requirements have been
placed upon Twin Falls in order for Idaho Power to accept energy deliveries from this
Facility. Idaho Power will monitor compliance with these initial requirements. In addition
Idaho Power will continue to monitor the ongoing requirements through 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 June 27 2005.
VII.
The Agreement, as signed and submitted by the Parties thereto , contains
Levelized Published Avoided Cost Rates in conformity with applicable IPUC Orders. All
applicable interconnection charges and monthly operation and maintenance charges under
APPLICATION - 3
Schedule 72 will be assessed Twin Falls.
VIII.
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
mmeon ~ idahopower.com
bkline ~ idahopower.com
Randy C. Allphin
Contract Administrator
Idaho Power Company
O. Box 70
Boise , Idaho 83707
rn!.!Phin ~ idahopower.com
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 Twin Falls Energy Company, 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 Twin Falls Energy
Company, Inc. be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 6th of July 2005.
(J.
MONICA B. MOEN
Attorney for Idaho Power Company
APPLICATION - 4
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 6th day of July 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:
Vince Alberdi
Twin Falls Energy Company, Inc
P. O. Box 326
Twin Falls , ID 83303
Hand Delivered
S. Mail
Overnight Mail
FAX
MONICA B. MOEN
CERTIFICATE OF SERVICE
BEFORE THE IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-O5-;23
IDAHO POWER COMPANY
EXHIBIT
Article
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
TWIN FALLS ENERGY COMPANY, INC.
TABLE OF CONTENTS
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
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
Wai ver
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
6/16/2005
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
LOW LINE MIDW A Y HYDROELECTRIC PROJECT
Project Number: 31615130
THIS AGREEMENT, entered into on this day of Tu "" c:..2005 between
TWIN FALLS ENERGY COMPANY, 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 will design, construct, own, maintain and operate 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 Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 Facility" - That electric generation facility described in Appendix B of this Agreement.
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1.6
1.7
1.8
1.9
1.10
1.11
1.12
First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power s system at the Point of Delivery.
Generation Interconnection Process" - Idaho Power 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.
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 Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
Initial Capacity Determination - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average
per month 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.
1.13 Material Breach" - A Default (paragraph 22.1) subject to paragraph 22.2.2.
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1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
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 Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller s electric generation plant and
Idaho Power s system.
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.
Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
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, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller s Facility to the Idaho Power system.
1.24 Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1.25
1.26
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
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 replacement cost of structures, equipment and
appurtenances.
ARTICLE ll: 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.
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Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 9292.207. 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.
FERC License - Seller warrants that Seller possesses a valid license or exemption from licensing
from the Federal Energy Regulatory Commission ("FERC") for the Facility. Seller recognizes
that Seller s possession and retention of a valid FERC license or exemption is a material part of
the consideration for Idaho Power s execution of this Agreement. Seller will take such steps as
may be required to maintain a valid FERC license or exemption for the Facility during the term of
this Agreement, and Seller s failure to maintain a valid FERC license or exemption will be a
material breach of this Agreement.
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:
Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.207.
1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an
opinion that Seller s licenses, permits and approvals as set forth in paragraph 4.
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
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1.3
1.4
1.5
1.6
1.6
1.7
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power s acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
Initial Capacity Determination - The Seller will submit to Idaho Power data confirming
the nameplate rating of this Facility as being the rating as specified in Appendix B of this
Agreement, upon confirmation of the nameplate rating being 2.5 MW or less as specified
in Appendix B , Idaho Power will accept this documentation as satisfying the Initial
Capacity Determination requirement of this Agreement.
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 as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller s request and will
not be unreasonably withheld by Idaho Power.
Reserve Accounts - Demonstrate to Idaho Power s satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a fund
holder which complies with paragraph 22.2 and (2) demonstrate to Idaho Power
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to Idaho Power. Said maintenance reserve account shall be
structured and funded as follows:
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1.7.1 All funds will be prudently invested, in a guaranteed, insured account
and all cost of implementing and operating the maintenance reserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance reserve account. At the end
of the term of this Agreement, any balance remaining in the maintenance
reserve account shall be the property of the Seller.
1.7.2 Within 60 days after the completion of each Contract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
to 5% of the Facility s estimated gross income for the ensuing Contract
Year, less an amount equal to the Facility s actual maintenance, repair
and replacement expense (maintenance expenses) incurred during the
prior Contract Year. At Seller s option, the cash required hereunder to
be maintained in such reserve may be replaced by an irrevocable standby
letter of credit in the same amount.
1.7.3 The maximum amount of deposit retained in the maintenance reserve
account shall be $435,000. This maximum amount will be adjusted
either upward or downward to reflect current replacement cost of a
turbine/generator. This adjustment will be made at the same time and
replacement value determined by the replacement cost valuation methods
as described within paragraph 15.c. In the event this adjustment
results in a maximum value being 10% less then the actual balance
within this account the Seller may request a disbursement of funds as
specified in paragraph 4.1.7.
1.7.4 At the time Seller makes the deposit described in paragraph 4.1.7.
Seller will provide Idaho Power with an accurate, verifiable report
showing the prior Contract Year actual maintenance expenses
identified by appropriate FERC maintenance account number, and the
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estimate of the Facility s gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estimate of gross income.
1.7.5 If at any time it appears that the maintenance expense for that Contract
Year will exceed 5% of the Facility s estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
release of funds from the maintenance reserve account in an amount
sufficient to pay the anticipated additional maintenance expenses. The
request must include documentation supporting the Seller s projection of
excess maintenance expense identified by appropriate FERC
maintenance account number, and such documentation shall be
submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.7.
6 Control of the maintenance reserve account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The
only authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller s authorized signer.
1.7.7 At the end of the Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. This evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance reserve fund will be subject to the lien rights described in
paragraph 4.8 below.
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1.8 Security Interests - Provide Idaho Power with acceptable security against Seller s default
under this Agreement.Acceptable security will conform to Commission Order
No. 21690 and No. 21800 and may include, but will not be limited to (1) title insurance
security interests in the real property associated with the Facility, equipment, fixtures,
contracts, permits, the FERC license or exemption from licensing, water rights, including
evidence of third party downstream water rights, easements, rights-of-way, funds held in
escrow in which Seller has an interest and that relate to the operation of the Facility, and
other reasonable security arrangements consistent with the Facility s financing and
ownership arrangements; or (2) the seller may post liquid security in accordance with
paragraph 4.1.8.5 in an amount equal to at least thirty five percent (35%) of the
Accumulated Overpayment Amount specified for the year in Appendix D.
1 Idaho Power s security interests will be superior and senior to all liens
other than the first mortgage lien and other security interests permitted in
accordance with paragraphs 4.1.8.2.
2 If Seller desires to incur a first mortgage lien or other security interests
that will be superior to Idaho Power s security interests in the Facility, at
least twenty-one (21) days prior to their execution Seller shall provide
Idaho Power with draft copies of the deeds of trust, mortgages and other
security agreements that will be used to secure such first lien. Upon their
execution Seller shall provide Idaho Power with copies of the executed
first lien documents. The executed first lien documents shall not be
assigned, amended, modified, or extended, and no replacement or
refinancing of any nature shall be undertaken, without Idaho Power
prior written consent which consent shall not be unreasonably withheld.
In no event will the amount of any first mortgage lien exceed
000 000. The total amount of all refinanced or replaced first liens
shall not exceed the unpaid principal balance of the first mortgage liens
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6/16/2005
they replace.
3 Other than the first mortgage liens permitted herein, or temporary
mechanic s, statutory or similar liens incurred in the ordinary course of
business in an amount not to exceed in aggregate $50 000. Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Power s prior written consent, which
consent will not be unreasonably withheld. If any unpermitted lien or
encumbrance is placed on the Facility, Seller will provide Idaho Power
with a bond, insurance or other security acceptable to Idaho Power in an
amount sufficient to secure the full discharge of such unpermitted lien or
encumbrance.
8.4 During the remaining term of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power s security interests
described above in paragraph 4.8 of this Agreement and Commission
Order No. 21690. Seller s failure to comply with those requirements
will be an event of default and in addition to any other remedies
available under this Agreement, Commission Order No. 21690, and the
security interests, Seller will be required by Idaho Power to post liquid
security in accordance with paragraph 4.1.8.5 in an amount equal to at
least thirty five percent (35%) of the Accumulated Overpayment Amount
specified for that year in Appendix D.
Liquid Security - If, pursuant to this Agreement or Commission Order
No. 21690, Seller becomes obligated to post liquid security, such
obligation may be satisfied by Seller s (1) depositing cash in an escrow
to be held and managed by a bank or savings and loan association
located and in good standing in the State of Idaho; or (2) providing an
irrevocable standby letter of credit acceptable to Idaho Power. The
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escrow holder and the escrow instructions for the case deposit will be
acceptable to both Idaho Power and Seller. Payment of all taxes on the
amounts deposited in the escrow will be the obligation of the Seller. The
liquid security escrow account will be maintained separately from the
reserve accounts described in paragraph 4.7. Failure to maintain and
provide the liquid security required by this Agreement and Commission
Order No. 21690 and No. 21800 shall be an event of default.
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 twenty (20)
Contract Years from the 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) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) 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.
d) Seller has requested an Operation Date from Idaho Power in a written form.
e) 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 achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
5.4 Early Termination Payment - If Idaho Power terminates this Agreement due to any default by the
Seller, Seller will make a termination payment to Idaho Power. The termination payment will
include but not be limited to the Accumulated Overpayment Amount specified in Appendix D of
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1.1
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 be
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 Deli very exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.Initial Year Monthly Net Energy Amounts:
Season 1
Month kWh
March 400 000
April 500 000
May 200 000
July 550 000
August 1,410 000
November 300 000
December
June 1,430 000
September 1,140 000
October 570,000
January
February
Season 2
Season 3
6.2.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
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
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6.2.4
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
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 14.1 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 14.1 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 ( ~S:
) )
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.
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.
ARTICLE Vll: PURCHASE PRICE AND METHOD OF PAYMENT
Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the levelized energy price
in accordance with Commission Order No. 29646, for a non-fueled Facility, scheduled on-line
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7.4
during calendar year of 2007, for a contract term of twenty (20) years with seasonalization
factors applied:
Season 1 - (73.50 %)
Mills/kWh
45.
Season 2 - (120.00 %)
Mills/kWh
74.
Season 3 - (100.00 %)
Mills/kWh
62.40
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.
whichever is lower.
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 hours 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 intends to design and operate 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
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
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
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9.2
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 ATTRffiUTES
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 - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EQUIPMENT
10.Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
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11.1
11.2
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility s Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility s energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power s actual cost of providing this
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. 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.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. 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 more than two percent (2 %) from the measurement made by the standard meter used in the
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11.3
12.
12.
13.
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.
Telemetry - Idaho Power will install, operate and maintain at Seller s expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller s Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power s Designated Dispatch Facility.
ARTICLE Xll - RECORDS
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, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho 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
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller s Facility.
AR TI CLE Xill - PR OTECTI 0 N
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes.Seller
acknowledges receipt of the Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller s operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect Idaho Power s equipment, personnel or service to its customers, Idaho
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14.
14.2
Power may physically interrupt the flow of energy from the Facility as specified within Schedule
, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. 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
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.
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
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
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14.
curtailment or reduction is terminated.
14.2.2 If, in the reasonable opinion of Idaho Power, Seller s operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power
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.
14.2.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.
Seller Declared Suspension of Energy Deliveries
14.1 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 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unites) 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.
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
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14.
14.
14.
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article xxvrn 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 14.1. 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.
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.
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.
Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller s timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller s preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
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14.
14.
15.
15.
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 XV: INDEMNIFICATION AND INSURANCE
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.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverages:
15.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.
15.2.2 All Risk Property Insurance with minimum limits not less than eighty percent (80%) of
the Total Cost of the Facility. The Property Insurance coverage must be written on a
Replacement Cost basis and will include:
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(a)Standard fire policy
(b)Extended coverage endorsement; and
(c)Vandalism and malicious mischief endorsement.
(d)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
15.Boiler and Machinery insurance with minimum limits not less than eighty percent (80%)
of the total Replacement Cost of the equipment covered in (a) below:
(a)All boiler and machinery coverage must be written on a "comprehensive
form" basis to provide coverage against the sudden and accidental breakdown
of all boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b)Coverage under this insurance must be written on a Replacement Cost basis;
and
(c)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
15.2.4 Earthquake & Flood (catastrophic perils) Insurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with current Insurance Industry Utility practices for similar property.
15.Business Interruption (Loss of Income) Insurance with minimum daily limits not less
than twenty percent (20%) of the Facility s estimated annual income;
(a)
(b)
Coverage will include Seller s loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril. Coverage may
be written on an actual loss sustained basis.
This insurance coverage must be endorsed to both the All Risk Property
Insurance Policy and the Boiler and Machinery Insurance Policy;
(c)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
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(d)The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
15.2.All of the above insurance coverages shall be placed with insurance companies with an
M. Best rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable;
(b)A provision stating that such policies shall not be canceled or their limits of
liability reduced without sixty (60) days' prior written notice to Idaho Power; and
(c)In the case of the insurance coverages described in sub-paragraphs 15., 15.2.2,
15.2.3 , and 15.2.4 above, the Total Cost of the Facility will include any Seller-
furnished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adjusted
either upward or downward to reflect the current replacement cost of the Facility
or equipment. This adjustment will be based on either (1) an appraisal made by,
or for, the Seller s insurance company, or (2) use of an approved "industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
Industrial Machinery & Equipment; IRI (Industrial Risk Insurers) U.
Replacement Cost Factors) (3) any other mutually agreed upon methodology of
establishing the total replacement cost.Such adjustment shall be made, at a
minimum, every fifth Contract Year during the term of this Agreement. A copy
of these computations and/or appraisals will be submitted to Idaho Power for
Idaho Power s review and approval.
15.2.Insurance alternatives - Comprehensive General Liability Insurance as defined in
paragraph 15.1 will be required at all times throughout the term of this agreement.
Alternative arrangements creating equivalent protection for Idaho Power in lieu of the
insurance requirements specified in paragraphs 15., 15.2.3, 15.2.4 and 15.5 of this
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15.
15.4
16.
Agreement may be submitted to Idaho Power for review. Only upon written acceptance
of these alternate arrangements by Idaho Power may allow the Seller to forgo the
insurance requirements of paragraphs 15., 15., 15.2.4 and 15.5 of this Agreement.
Any and all acceptable alternative arrangements must place Idaho Power in an equal or
better position in the event of the occurrence of an insurable event.
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.
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 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.
ARTICLE XVI. FORCE MAJEURE
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:
(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
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17.
17.
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 XVll: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power s Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power s approval and in recordable form.
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
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
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17.
17.4
18.
Seller for exercising its rights under this paragraph 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.
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 XVll. 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 XVll.
ARTICLE XVill: 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
Party s system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
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19.
20.
21.1
21.2
22.
22.
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 XXll: 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
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
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22.3
22.
(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.
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.
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;
Debt Service Reserve Account - The Seller will establish a debt serVIce reserve
account. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
22.All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
22.Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
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6/16/2005
Treasurer of Seller (or his/her respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized sIgners or one Idaho Power
authorized signer and Seller s authorized signer.
22.During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power s security interest in the
Facility as described in paragraph 4.8, Seller shall maintain a debt service
reserve account in cash or an irrevocable standby letter of credit in
amount equal to twenty percent (20 %) of the Facility s estimated gross
Contract Year revenue rounded to the nearest $1 000. The estimated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts specified in paragraph 6.2 multiplied by the Levelized
Energy Price specified in paragraph 7.
22.2.4 During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Power s lien, funds from the debt service reserve account
will only be released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
certifies to Idaho Power that after payment of all operating costs, the
Facility s revenues are insufficient to make full debt service and/or lease
payments on the Facility.
22.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power s security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5%) of the Facility s estimated gross Contract
Year revenue rounded to the nearest $1 000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
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22.
an amount equal to five percent (5%) of the Facility s estimated gross
Contract Year revenue rounded to the nearest $1 000.
22.During the period when Idaho Power s security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
22.For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes
Insurance expenses, lease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
investment.
22.After any release of funds from the debt service reserve account, Seller shall
be obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 22.3.2.3 or 22., whichever is applicable
prior to Seller disbursing funds which would constitute a profit or return on
investment. Until the debt service reserve account is fully restored, Seller
will, within sixty (60) days of the completion of each Contract Year
provide Idaho Power with a report prepared by Seller s outside accountants
showing that Seller has not breached its obligations under this paragraph
22.
22.8 Any breach of paragraph 22.2 by Seller will constitute a material breach
of this Agreement.
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
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23.
24.
may only be cured by Seller providing the required certificate; and
22.3.4 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
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
This Agreement is subject to the jurisdiction of those governmental agencies having control over
. either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
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
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26.
27.
28.
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 XXVI: 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.
AR TI CLE XXVll: TAXES
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
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:Twin Falls Energy Company, Inc.
Attn: Vince Alberdi
POBox 326
Twin Falls, ID 83303
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
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29.1
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
Accumulated Overpayment Amount
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 XXXll: 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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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
J m C. Miller, Sf. Vice President, Power Supply
Dated
.JLA-~ '2-~ ~
Idaho Power
Dated
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Twin Falls Energy Company. Inc.
John Honcik - Chairman
6/16/2005
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
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ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 800-356-4328 or 800-635-1093 and leave the following
information:
Project Identification - Project Name and Project Number
Current Meter Reading
Estimated Generation for the current day
Estimated Generation for the next day
Planned and Unplanned Project outages
Call 800-345-1319 and leave the following information:
Project Identification - Project Name and Project Number
Approximate time outage occurred
Estimated day and time of project coming back online
Seller s Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPEND IX B
FACILITY AND POINT OF DELIVERY
PROJECT NUMBER: 31615130
LOW LINE MIDW A Y HYDROELECTRIC PROJECT
DESCRIPTION OF FACILITY
The Facility is located on the Low Line Canal of the Twin Falls Canal Company system. The
Facility will consist of two (2) S-type turbines and two (2) 4.16 kV vertical synchronous
generators, rated at 1 250 kW each. The Facility will include a 46 kV substation for step-up to
interconnection voltage.
LOCATION OF FACILITY
The Facility will be located on the Twin Falls Low Line Canal, approximately one mile
downstream from the point of the Low Line canal origin.
Located in:
NW lA, NW % of Section: Township: 11 S Range: 10 E , BM County: Twin Falls Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected March 10, 2007 as the estimated Scheduled First Energy Date.
Seller has selected April 1, 2007 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
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MAXIMUM CAPACITY AMOUNT: If the Idaho Power Generation Interconnection process
results in a value less than 2.5 MW, the value determined by the Generation Interconnection
process will be the Maximum Capacity Amount, else the Maximum Capacity Amount will be 2.
MW. This value is the maximum energy (MW) that potentially could be delivered by the Seller
Facility to the Idaho Power electrical system at any moment in time.
POINT OF DELIVERY
Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility s energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the energy losses (kWh) between the Seller s Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially set at 2% of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
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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 months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. 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. These specifications
will include but not be limited to equipment specifications, equipment location, Idaho Power
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the Idaho Power provided equipment.The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller s cost communication circuit(s) compatible to Idaho Power s communications
equipment and dedicated to Idaho Power s use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided 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. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
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specifications, equipment location, Idaho Power provided equipment, Seller provided equipment
and all costs associated with the equipment, design and installation of the Idaho Power provided
equipment.The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be 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. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility s reactive power requirements. These specifications will include but
not be limited to equipment specifications, equipment location, Idaho Power provided equipment
Seller provided equipment, and all costs associated with the equipment, design and installation of
the Idaho Power provided equipment. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be 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. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
DISCONNECTION EQUIPMENT
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Disconnection Equipment is required to insure that the Seller s Facility will be disconnected from
Idaho Power s system in the event of (1) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power s system or the Seller
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment.Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be 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.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
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Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
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
OPERATIONS & MAINTENANCE POLICY
The undersigned behalf 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 Buyer and Twin Falls Energy Company,Inc.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 is hereinafter referred to as
the "Project."
That the Project, which is commonly known as the
is located in Section -, Township -, Range -, Boise Meridian County, Idaho.
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 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
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer s representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P .E. Stamp)
Date
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APPENDIX C
ENGINEER'S CERTIFICATION
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 Buyer and Twin Falls Energy Company,Inc.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 is commonly known as the
is located in Section -, Township -, Range -, Boise Meridian County, Idaho.
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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remaInIng years of the Agreement.
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer s representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P .E. Stamp)
Date
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APPENDIX C
ENGINEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigned behalf himself and
, hereinafter collectively referred to as "Engineer
hereby states and certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement"
between Idaho Power as Buyer, and Twin Falls Energy Company Inc., 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 is hereinafter
referred to as the "Project"
That the Project which commonly known the
, is located in Section ---,-' Township -, Range -, Boise
Meridian County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a ) 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 and
has made the analysis of the plans and specifications independently.
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.
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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.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a ) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer s representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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APPENDIX D
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NUMBER: 31615130
LOW LINE MIDW A Y HYDROELECTRIC PROJECT
The accumulated total of:
The monthly Initial Year Monthly Net Energy Amounts specified in paragraph 6.1 multiplied by the
monthly energy rate (Mill/kWh) specified in paragraph 7.1 less the same monthly Initial Year Monthly
Net Energy Amounts specified in paragraph 6.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7.1 and Non Levelized
rates are in accordance with IPUC order No. 29646 for all expired months of this Agreement and the next
12 months.In addition a cumulative interest Amount will be calculated on the expired month'
Accumulated Overpayment Amount and included in the Accumulated Overpayment Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 11.002 %.
This Accumulated Overpayment Amount will be recalculated annually at the end of each Contract Year.
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