20101213Application.pdf

esIDA~POR~
An IDACORP Company
DONOVAN E. WALKER
Senior Counsel
dwalkercæidahopower.com
December 10,2010
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-10-45
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 SE HAZELTON A, L.P.
Dear Ms. Jewell:
Enclosed for filng please find an original and seven (7) copies of Idaho Power
Company's Application in the above matter.
Donovan E. Walker
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
DONOVAN E. WALKER (ISB No. 5921)
LISA D. NORDSTROM (ISB No. 5733)
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalkercmidahopower.com
Inordstromcmidahopower.com
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
RE
20W DEC 10 PM 4: 34
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 SE HAZELTON A, L.P.
)
) CASE NO. IPC-E-10-45
)
) APPLICATION
)
)
)
)
Idaho Power Company ("Idaho Power" or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utilty Regulatory Policies Act of 1978
("PURPA"), hereby respectfully applies to the Idaho Public Utilties Commission ("IPUC"
or "Commission") for an Order approving the Firm Energy Sales Agreement ("FESA")
between Idaho Power and SE Hazelton A, L.P. ("Hazelton" or "Sellet') under which
Hazelton would sell and Idaho Power would purchase electric energy generated by the
Hazelton A Hydroelectric Project ("Facilty") located near Jerome, Idaho.
APPLICATION - 1
In support of this Application Idaho Power represents as follows:
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain
qualifying facility ("QF") status. The rate a QF receives for the sale of its power is
generally referred to as the "avoided cost" rate and is to reflect the incremental cost to
an electric utilty of electric energy or capacity or both, which, but for the purchase from
the QF, such utility would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, 18 C.F.R. § 292, to set avoided costs, to order electric utilties
to enter into fixed-term obligations for the purchase of energy from QFs, and to
implement FERC rules.
2. Hazelton has, in compliance with an existing FESA for this Facility,
designed, constructed, installed, owns, operates, and maintains an 8.1 megawatt
("MW") (Maximum Capacity Amount) hydroelectric generating facilty at this site near
Jerome, Idaho. The Facilty wil be a OF under the applicable provisions of PURPA.
3. This Facilty's existing FESA that was approved by the Commission on
February 9, 1989, in Order No. 22326, Case No. IPC-E-89-2, expires on December 31,
2010. See Order No. 32037. The Facilty is an irrigation canal hydroelectric facility that
only generates power during the irrigation season. The parties have negotiated this
FESA as a replacement for the now 20 year old, expiring FESA. This FESA contains
the most recent published avoided cost rates for QFs less than 10 average megawatts
APPLICATION - 2
("aMW") as required by current Commission Orders, as well as the most recent terms
and conditions that have been approved by the Commission. The Facilty is in
compliance with the Company's current Tariff Schedule 72 and interconnection and
transmission processes.
II. THE FIRM ENERGY SALES AGREEMENT
4. On December 8, 2010, Idaho Power and Hazelton entered into a FESA
pursuant to the terms and conditions of the various Commission Orders applicable to
this PURPA agreement. See Order Nos. 30415 and 30125. A copy of the FESA is
attached to this Application as Attachment NO.1. Under the terms of this FESA,
Hazelton elected to contract with Idaho Power for a 15-year term using the non-
levelized published avoided cost rates as currently established by the Commission for
energy deliveries of less than 10 aMW.
5. The nameplate rating of this Facilty is 8.1 MW. As defined in paragraph
1.17 and paragraph 4.1.3 of the FESA, Hazelton wil be required to provide data on the
Facilty that Idaho Power wil use to confirm that under normal and/or average
conditions, the Facilty wil not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the FESA, should the Facilty exceed 10 aMW on a
monthly basis, Idaho Power will accept the energy (Inadvertent Energy) that does not
exceed the Maximum Capacity Amount, but wil not purchase or pay for this Inadvertent
Energy.
6. Hazelton has elected January 1, 2011, as the Scheduled First Energy
Date and January 1, 2011, as the Scheduled Operation Date for this Facility. See
Appendix B. Various requirements have been placed upon Hazelton in order for Idaho
APPLICATION - 3
Power to accept energy deliveries from this Facilty. As this Facilty is already
interconnected to Idaho Power under the existing agreement and has been granted an
Operation Date under this existing agreement, the processing to attain the First Energy
Date and Operation Date under this new Agreement wil include review and either
acceptance or updating of previously provided documentation as well as any new
requirements as specified by this Agreement. The parties have already been in
communication regarding these various requirements and have begun the process of
completing compliance of these requirements. In addition, Idaho Power wil monitor the
ongoing requirements through the full term of this FESA. Should the Commission
approve this FESA, Idaho Power intends to consider the Effective Date of the FESA to
be January 1, 2011.
7. Hazelton and Idaho Power have agreed to Delay Liquidated Damages and
associated Delay Security provisions of $45 per kW of nameplate capacity within this
FESA that have previously been approved as reasonable by the Commission in several
PURPA FESAs. See Case Nos. IPC-E-10-02, IPC-E-10-05, IPC-E-10-15, IPC-E-10-16,
IPC-E-10-17, IPC-E-10-18, IPC-E-10-19, and IPC-E-10-22.
8. The FESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable IPUC Orders. All
applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72 wil be assessed to Hazelton.
9. The FESA provides that all applicable interconnection charges and
monthly operational or maintenance charges under Schedule 72 wil be assessed to
Seller. As this project has been operating for the last 20 years under its previous
APPLICATION - 4
PURPA QF contract with Idaho Power, the Facilty is currently in good standing with the
generator interconnection process. Hazelton wil be required to execute a Generator
Interconnection Agreement, or "GIA" pursuant to Schedule 72. The Transmission
Service Requests ("TSR") wil be accepted providing completion of the GIA and valid
network resource designation. Even though the Facilty wil continue to utilze its
existing interconnection and transmission facilties and capacity, completion of the GIA
and the TSR process wil bring the Facilty up to date with Idaho Powets current tariffs
and processes that are either changed or did not exist 20 years ago when the original
contract and interconnection were completed.
10. Section 21 of the FESA provides that the FESA wil not become effective
until the Commission has approved all of the FESA's terms and conditions and declared
that all payments Idaho Power makes to Hazelton for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
11 . Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectully requests that this Application be processed
under Modified Procedure, Le., by written submissions rather than by hearing. RP 201
et seq. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to present its testimony and support the Application in such
hearing.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
12. Communications and service of pleadings, exhibits, orders and other
documents relating to this proceeding should be sent to the following:
APPLICATION - 5
Donovan E. Walker, Senior Counsel
Lisa Nordstrom, Lead Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalkercmidahopower.com
Inordstromcmidahopower.com
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphincmidahopower.com
v. REQUEST FOR RELIEF
13. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
approving the Firm Energy Sales Agreement between Idaho Power Company and SE
Hazelton A, L.P., without change or condition; and (3) declaring that all payments for
purchases of energy under the firm Energy Sales Agreement between Idaho Power
Company and SE Hazelton A, L.P., be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 10th day of December 2010.
~FrA~
DONOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 10th day of December 2010 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:
SE Hazelton A, L.P.
Steve Champagne, General Counsel
SE Hazelton A, L.P.
One Tech Drive, Suite 220
Andover, MA 01810
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email steve.champagnecmenel.com
w~
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-45
IDAHO POWER COMPANY
ATTACHMENT NO.1
/FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAN
AN
SE HAELTON A, L.P.
TABLE OF CONTENTS
Aricle
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
TITLE
Definitions
No Reliance on Idaho Power
Waranties
Conditions to Acceptance of Energy
Ter and Operation Date
Purchase and Sale of Net Energy
Purchase Prce and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering and Telemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governental Authorization
Commssion Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterpars
Entire Agreement Signatues
Appendix A
AppendixB
AppendixC
AppendixD
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Hazelton A Hydroelectrc Project
Project Number: 31715128
THIS AGREEMENT, entered into on this _ day of 2010 between SE Hazelton A,
L.P. a California limited parnership (Seller), and IDAHO POWER COMPAN, an Idao corporation
(Idao Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Par."
WITNSSETH:
WHEREAS, Seller owns, maintains and operates an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idao Power is wiling to purchase, firm electrc energy produced
by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINIONS
As used in this Agreement and the appendices attached hereto, the following terms shall have the
following meanings:
1.1 "Base Energy" - Monthy Net Energy less than 110% of the monthly Net Energy Amount as specified
in paragraph 6.2 of this Agreement.
1.2 "Commssion" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3, 5.4,
5.5, 5.6 and 5.8.
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1.5 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves the
Operation Date.
1.6 Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current month's All
Hours Energy Price specified in pargraph 7.3 of this Agreement. If this calculation results in a value
less than 0, the result of this calculation wil be O.
1.7 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent group
designated by Idaho Power.
1.8 "Facility" - That electrc generation facility described in Appendix B of this Agreement.
1.9 "Firt Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Aricle IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.10 "Green Tags and Renewable Energy Certificates" - Economic, administrative, and real benefits
associated with environmental attributes, credits or rights and emissions credits and any and all other
products produced which are not specifically defined as Net Energy associated with the Facilty.
1.11 "Heayy Load Hours" - The daily hours beginning at 7 :00 am, ending at 11 :00 pm Mountain Time, (16
hour) excludig all hour on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstmas.
1.12 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is more
particularly described in paragraph 7.5 of this Agreement.
1.13 "Interconnection Facilities" - All equipment specified in Schedule 72.
1.14 "Initial Capacity Determnation" - The process by which Idao Power confirms that under normal or
average design conditions the Facility wil generate at no more than 10 average MW per month and is
therefore eligible to be paid the published rates in accordance with Comiission Order No. 29632.
1.15 "Light Load Hours" - The daily hours beginning at 11:00 pm, ending at 7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstmas.
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1.16 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurrng as a result of the
transformation and transmission of energy between the point where the Facility's energy is metered and
the point the Facilty's energy is delivered to the Idao Power electrical system. The loss calculation
formula wil be as specified in Appendix B of this Agreement.
1.17 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
1.18 "Material Breach" - A Default (paragrph 19.2.1) subject to paragraph 19.2.2.
1.19 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility wil be as specified in
Appendix B of this Agreement.
1.20 "Metering Equipment" - All equipment specified in Schedule 72, this Agreement and any additional
equipment specified in Appendix B required to measure, record and telemeter bi directional power
flows between the Seller's electric generation plant and Idao Power's system.
1.21 "Mid- Columbia Market Energy Cost" - The monthly 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 Paries wil mutually
agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia Index. The selected
replacement index wil be consistent with other similar agreements and a commonly used index by the
electrical industry.
1.22 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator and its
prie mover or other piece of electrical equipment, such as transformers and circuit breakers, under
standadized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts or other appropriate
unts. Usually indicated on a nameplate attached to the individual machie or device.
1.23 "Net Energy" - All of the electric energy produced by the Facilty, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Subject to the terms of this Agreement, 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.
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1.24 "Operation Date" - The day commencing at 00:01 hour, Mountain Time, following the day that all
requirements of paragraph 5.2 have been completed.
1.25 "Point of Delivery" - The location specified in Appendix B, where Idao Power's and the Seller's
electrical facilties are interconnected and the energy from this Facilty is delivered to the Idao Power
electrical system.
1.26 "Prudent Utilty Practices" - Those practices, methods, acts and equipment that are commonly and
ordinarly used by a significant portion of the electrc utility industry in electrcal engineering and
operations to operate electric equipment lawfully, safely, dependably, effciently and economically in a
maner consistent with law, regulation and envionmental standads.
1.27 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the
Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve the
Operation Date.
1.28 "Schedule 72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as approved by
the Commission. The Seller shall be responsible to pay all costs of interconnection and integration of
this Facilty into the Idaho Power electrical system as specified within Schedule 72.
1.29 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.30 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and transformers
as described in Schedule 72.
1.31 "Station Use" - Electric energy that is used to operate equipment that is auxilar or otherwise related to
the production of electricity by the Facilty.
1.32 "Surlus Energy" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idao 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 Idao Power electrical system durng the month is less than 90% of the
monthly Net Energy Amount for the corrsponding month specified in paragraph 6.2, then all Net
Energy delivered by the Facility to the Idaho Power electrcal system for that given month or (3) All Net
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Energy produced by the Seller's Facility and delivered by the Facility to the Idao Power electrical
system prior to the Operation Date.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idaho Power that in entering into
this Agreement and the undertng 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 Idao Power in connection with the trasactions contemplated by this
Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys, or accountats that Seller may have consulted or relied on in underaking the transactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Waranty by Idao Power - Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho Power and
Idaho Power makes no waranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durabilty, reliability,
strength, capacity, adequacy or economic feasibility.
3.2 Qualifyg Facility Status - Seller warts that the Facility is a "Qualifyng Facility," as that term is
used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller wil take such steps as may
be required to maintain the Facility's Qualifyng Facility status durg the term of this Agreement and
Seller's failure to maintain Qualifying Facility status wil be a Material Breach of this Agreement.
Idao Power reserves the right to review the Facility's Qualifying Facility status and associated support
and compliance documents at anytime durg the term of this Agreement.
3.3 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 recognzes that Seller's
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possession and retention of a valid FERC license or exemption is a material par of the consideration for
Idao Power's execution of this Agreement. Seller wil take such steps as may be required to maintain a
valid FERC license or exemption for the Facility durg the term of this Agreement, and Seller's failure
to maintain a valid FERC license or exemption wil be a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idao Power's acceptance of deliveries of energy
from the Seller under this Agreement, the following conditions apply:
4.1.1 Submit proof to Idaho Power that all licenses, permts or approvals necessar for Seller's
operations have been obtaied from applicable federal, state or local authorities, including, but
not limited to, evidence of compliance with Subpar B, 18 CFR 292.201 et seq. as a certified
Qualifyg Facility.
4.1.2 Opinion of Counsel- Seller shall submit to Idaho Power an Opinon Letter signed by an
attorney admitted to practice and in good standig in the State of Idaho providing an opinion
that Seller's licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally and
validly issued, are held in the name of the Seller and, based on a reasonable indepdent review,
counsel is of the opinion that Seller is in substatial compliance with said permts as of the date
of the Opinion Letter. The Opinion Letter wil be in a form acceptable to Idao Power and wil
acknowledge that the attorney rendering the opinion understands that Idaho Power is relying on
said opinion. Idaho Power's acceptance of the form wil not be uneasonably withheld. The
Opinion Letter wil be governed by and shall be interpreted in accordance with the legal opinion
accord of the American Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - Submit to Idao Power such data as Idao Power may
reasonably require to perform the Initial Capacity Determination. Such data wil include but not
be limited to, Nameplate Capacity, equipment specifications, prie mover data, resource
charcteristics, normal and/or average operating design conditions and Station Use data. Upon
receipt of this information, Idaho Power wil review the provided data and if necessary, request
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additional data to complete the Initial Capacity Determination within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufactue Nameplate Capacity rating of the individual generation unts at
this Facility is less than 10 MW. The Seller shall submit detailed, manufacturer,
verifiable data of the Nameplate Capacity ratings of the actual individual generation
units to be installed at this Facility. Upon verification by Idaho Power that the data
provided establishes the combined Nameplate Capacity rating of the generation unts to
be installed at this Facility is less than 10 MW, it wil be deemed that the Seller has
satisfied the Initial Capacity Determation for this Facility.
4.1.4 Nameplate Capacity -Submit to Idaho Power manufactuer's and engineerig documentation
that establishes the Nameplate Capacity of each individual generation unit that is included
within this entire Facility. Upon receipt of this data, Idaho Power shall review the provided data
and determine if the Nameplate Capacity specified is reasonable based upon the manufacturer's
specified generation ratings for the specific generation units.
4.1.5 Engineer's Cerifications - Submit an executed Engineer's Certification of Operations and
Maintenance (O&M) Policy as described in Commssion Order No. 21690. This certificate wil
be in the form specified in Appendix C but may be modified to the extent necessar to
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idao Power of all insurance required in Aricle XIII.
4.1.7 Interconnection - Provide written confiration from Idaho Power's delivery business unt that
Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation - The Seller's Facility has been designated as a network
resource capable of deliverig firm energy up to the amount of the Maximum Capacity.
4.1.9 Written Acceptance - Request and obtain written confiration from Idao 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 wil not be
uneasonably withheld by Idaho Power.
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ARTICLE V: TERM AN OPERATION DATE
5.1 Ter - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on the
date first wrtten and shall continue in full force and effect for a period of fifteen (15) Contrct Year
from the Opertion Date.
5.2 Operation Date - The Operation Date may occur only after the Facilty has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has been
received.
c) Seller has demonstrated to Idao Power's satisfaction that the Facilty 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 format.
e) Seller has received written confiration from Idaho Power of the Opertion Date. Ths
confiration wil not be unreasonably withheld by Idao Power.
5.3 Operation Date Delay - Seller shall cause the Facilty to achieve the Operation Date on or before the
Scheduled Operation Date. Delays in the interconnection and transmission network upgrade study, design
and constrction process that are not Force Majeure events accepted by both Paries, shall not prevent
Delay Liquidated Damages from being due and owing as calculated in accordance with this Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90 days
following the Scheduled Operation Date, Seller shall pay Idao Power Delay Liquidated
Damages calculated at the end of each calendar month after the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Curent month's Intial Year Net Energy
Amount as specified in paragraph 6.2.1 divided by the number of days in the curent
month) multiplied by the number of days in the Delay Period in the current month)
multiplied by the curent month's Delay Price.
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5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled Operation
Date the Seller shall pay Idaho Power Delay Liquidated Damages, in addition to those provided
in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
5.4 If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled Operation
Date, such failure wil be a Material Breach and Idaho Power may terminate this Agreement at any time
until the Seller cures the Material Breach. Additional Delay Liquidated Damages beyond those
calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay Liquidated Damage
calculation described in 5.3.1 above for all days exceeding 90 days past the Scheduled Operation Date
until such time as the Seller cures this Material Breach or Idaho Power termnates ths Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within 7
days of when Idao Power calculates and presents any Delay Damages or Delay Liquidated Damages
bilings to the Seller. Seller's failure to pay these damages within the specified time wil be a Materal
Breach of this Agreement and Idaho Power shall draw funds from the Delay Securty provided by the
Seller in an amount equal to the calculated Delay Damages or Delay Liquidated Damages.
5.6 The Paries agree that the damages Idaho Power would incur due to delay in the Facilty achieving the
Operation Date on or before the Scheduled Operation Date would be diffcult or impossible to predict
with certainty, and that the Delay Liquidated Damages are an appropriate approximation of such
damages.
5.7 Prior to the Seller executing this Agreement, the Seller shall have agreed to and executed a Letter of
Understanding with Idaho Power that contains at minium the following requirements:
a) Seller has fied for interconnection and is in compliance with all payments and
requirements of the interconnection process
b) Seller has received and accepted an interconnection feasibility study for this
Facility.
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c) Seller has provided all information required to enable Idaho Power to file an initial
trasmission capacity request.
d) Results of the initial transmission capacity request are known and acceptable to the
Seller.
e) Seller acknowledges responsibilty for all interconnection costs and any costs
associated with acquiring adequate firm transmission capacity to enable the project
to be classified as an Idao Power firm network resource.
f) If the Facilty is located outside of the Idaho Power servce terrtory, in addition to
the above requirements, the Seller must provide evidence that the Seller has
acquired firm trasmission capacity from all required trsmitting entities to deliver
the Facility's energy to an acceptable point of delivery on the Idaho Power
electrical system.
5.8 Withi thiy (30) days of the date of a final non-appealable order as specified in Aricle XXI approvig
this Agreement the Seller shall post liquid securty ("Delay Securty") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragrph 5.8.1.
5.8.1 Delay Securty The greater of forty five ($45) multiplied by the Maxium Capacity with the
Maximum Capacity being measured in kW or the sum of thee month's estimated revenue.
Where the estimated three months of revenue is the estimated revenue associated with the first
three full months following the estimated Scheduled Operation Date, the estimated kWh of
energy production as specified in paragraph 6.2.1 for those three months multiplied by the All
Hours Energy Price specified in paragraph 7.3 for each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with cerification that (1) a generation
interconnection agreement specifyng a schedule that wil enable this Facilty to' achieve
the Operation Date no later than the Scheduled Operation Date has been completed and
the Seller has paid all required interconnection costs, or (2) a generation interconnection
agreement is substantially complete and all material costs of interconnection have been
identified and agreed upon and the Seller is in compliance with all ters and
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12/6/2010
conditions of the generation interconnection agreement, the Delay Securty calculated
in accordance with paragraph 5.8.1 wil be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Securty as specified in
pargraph 5.8.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.8.1.1 is revised and as a result the
Facility wil not achieve its Operation Date by the Scheduled Operation Date, or (2) if
the Seller does not maintain compliance with the generation interconnection agreement,
the full amount of the Delay Security as calculated in paragraph 5.8.1 wil be subject to
reinstatement and wil be due and owing within 5 business days from the date
Idaho Power requests reinstatement. Failure to timely reinstate the Delay Security will
be a Material Breach of this Agreement.
5.8.2 Idao Power shall release any remaining security posted hereunder after all calculated Delay Damages
and/or Delay Liquidated Damages are paid in full to Idao Power and the earlier of (1) 30 days after the
Operation Date has been achieved, or (2) 60 days after the Agreement has been terminated.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Pary's performance is excused as
provided herein, Idao Power wil purchase and Seller wil sell all of the Net Energy to Idao Power at
the Point of Delivery. All Inadvertent Energy produced by the Facility wil also be delivered by the
Seller to Idao Power at the Point of Delivery. At no time wil the total amount of Net Energy and/or
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of Delivery exceed
the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following montWy
amounts:
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12/6/2010
6.2.1 Initial Year Monthly Net Energy Amounts:
Month kWh
Season 1
March
April
May
o
1,650,040
3,535,800
July
August
4,950,120
4,478,680
o
o
Season 2 November
December
Season 3
June
September
October
Januar
Februar
4,007,240
3,300,008
1,650,040
o
o
6.2.2 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 nie and every three months thereafter provide Idaho Power with
an additional three months of forward generation estimates beyond those generation estimates
previously provided. This information wil be provided to Idao Power by written notice in
accordance with paragrph 25.1, no later than 5:00 PM of the 5th day following the end of the
previous month. If the Seller does not provide the Ongoing Monthly Net Energy Amounts in a
timely manner, Idaho Power wil use the most recent 3 months of the Intial Year Monthly Net
Energy Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in accordance
with paragraph 25.1, the Seller may revise all of the previously provided Initial Year
Monthy Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end of
every third month thereafter: (1) the Seller may not revise the immediate next three
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12/6/2010
months of previously provided Net Energy Amounts, (2) but by written notice given to
Idao Power in accordance with paragraph 25.1, 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 wil be deemed to be an election of no change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from accepting the
Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a Suspension of
Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared Suspension of
Energy Deliveries is accepted by Idao Power, the Net Energy Amount as specified in
paragraph 6.2 for the specific month in which the reduction or suspension under paragraph
12.2.1 or 12.3.1 occur wil be reduced in accordance with the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.2)
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value wil be
equal to the percentage of curailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value wil 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 Facilty as specified in Appendix B ofthis
agreement.
RSH Actual hours the Facilty's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the curent monthTH
Resulting formula being:
Adjusted
Net Energy =. NEA ( ( SGU X NEA ) X (RSH ) )
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12/6/2010
Amount TGU TH
This Adjusted Net Energy Amount wil be used in applicable Surplus Energy calculations for only the
specific month in which Idaho Power was excused from accepting the Seller's Net Energy or the Seller
declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any Contract
Year in an amount equal to at least ten percent (10%) of the sum of the Intial Year Net Energy
Amounts as specified in pargraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Base Energy Heayy Load Purchase Price - For all Base Energy received durng Heavy Load Hours,
Idaho Power wil pay the non-levelized energy price in accordance with Commission Order 31025 and
adjusted in accordance with Commission Order 30415 for Heavy Load Hour Energy deliveries with
seasonalization factors applied:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
Season 1 - (73.50 %)
MilslkWh
44.04
46.52
49.26
51.86
54.66
57.66
59.39
61.09
62.93
64.75
66.62
68.84
71.15
73.55
76.05
78.64
80.85
83.12
Season 2 - (120.00 %)
Mils/kWh
71.90
75.95
80.43
84.68
89.24
94.14
96.96
99.73
102.75
105.71
108.77
112.40
116.17
120.09
124.16
128.40
131.99
135.70
Season 3 - (100.00 %)
Mils/kWh
59.91
63.30
67.02
70.56
74.37
78.45
80.80
83.11
85.62
88.09
90.64
93.66
96.81
100.07
103.47
107.00
109.99
113.08
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12/6/2010
2028
2029
2030
2031
85.46
87.88
90.37
93.72
139.53
143.47
147.54
153.01
116.27
119.56
122.95
127.51
7.2 Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power wil pay the non-levelized energy price in accordace with Commission Order 31025 and
adjusted in accordace with Commssion Order 30415 for Light Load Hour Energy deliveries with
seasonalization factors applied:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Season 1 - (73.50 %)
Mils/kWh
38.69
41.17
43.91
46.51
49.31
52.31
54.04
55.74
57.58
59.40
61.27
63.49
65.80
68.20
70.70
73.29
75.49
77.77
80.11
82.53
85.02
88.37
Season 2 - (120.00 %)
Mils/kWh
63.16
67.22
71.69
75.94
80.50
85.41
88.23
91.00
94.01
96.97
100.03
103.66
107.43
111.35
115.42
119.66
123.26
126.97
130.79
134.74
138.81
144.27
Season 3 - (100.00 %)
Mils/kWh
52.63
56.02
59.74
63.28
67.09
71.17
73.52
75.83
78.34
80.81
83.36
86.38
89.53
92.79
96.19
99.72
102.71
105.80
108.99
112.28
115.67
120.23
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12/6/2010
7.3 All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price shall be the
non-levelized energy price in accordace with Commission Order 31025 with seasonalization factors
applied:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Season 1 - (73.50 %)
Mils/kWh
41.66
44.14
46.88
49.48
52.28
55.28
57.01
58.71
60.55
62.36
64.24
66.46
68.77
71.17
73.67
76.26
78.46
80.74
83.08
85.50
87.99
91.34
Season 2 - (120.00 %)
Mils/kWh
68.01
72.07
76.54
80.79
85.35
90.25
93.08
95.85
98.86
101.82
104.88
108.51
112.28
116.20
120.27
124.51
128.10
131.81
135.64
139.59
143.66
149.12
Season 3 - (100.00 %)
Mils/kWh
56.67
60.06
63.78
67.32
71.13
75.21
77.56
79.87
82.38
84.85
87.40
90.42
93.57
96.83
100.23
103.76
106.75
109.85
113.03
116.32
119.71
124.27
7.4 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current month's
Market Energy Reference Price or the All Hours Energy Price specified in paragraph 7.3, whichever is
lower.
7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facilty, 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 Januar
contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh. Energy delivered in Januar
in excess of 7,440, 000 kWh in this example would be Inadvertent Energy.)
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12/6/2010
7.5.2 Although Seller intends to design and operate the Facilty to generate no more than 10 average
MW and therefore does not intend to generate Inadvertent Energy, Idaho Power wil accept
Inadvertent Energy that does not exceed the Maximum Capacity Amount but wil not purchase
or pay for Inadvertent Energy
7.6 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power wil be
disbursed to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Net Energy actually delivered to Idaho Power as specified in
Appendix A.
7.7 Continuing Jurisdiction of the Commission -This Agreement is a special contract and, as such, the rates,
terms and conditions contained in this Agreement wil be construed in accordance with Idaho Power
Company v. Idao Public Utilities Commssion and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idao Public Utilties Commission, 107 Idao 1122,695 P.2d 1 261
(1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idao 925, 729 P.2d 400 (1986), Section 210
of the Public Utility Regulatory Policies Act of 1978 and 18 CFR §292.303-308
ARTICLE VII: ENVIRONMENTAL ATTRIUTES
8.1 Seller retains ownership under this Agreement of green tags and renewable energy certificates (RECs),
or the equivalent environmental attrbutes, associated with the production of energy from the Seller's
Facility sold to Idaho Power.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facility - Seller wil 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 Point of Delivery for the full term ofthe Agreement.
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12/6/2010
ARTICLE X: METERIG AN TELEMETRY
10.1 Meterig - Idaho Power has, for the account of Seller, provided, installed, and maintains Metering'
Equipment located at a mutually agreed upon location that records and measures power flows to
Idaho Power in accordance with this Agreement and Schedule 72. The Meterig Equipment is at the
location and of the type required to measure, record and report the Facilty's Net Energy, Station Use,
Inadvertent Energy and maximum energy deliveries (kW) at the Point of Delivery and provides
Idaho Power adequate energy measurement data to administer this Agreement and integrates this
Facilty's energy production into the Idaho Power electrical system.
10.2 Telemetry - Idaho Power on or before Januar 18, 1989, installed, operates and maintains at Seller's
expense communcations and telemetry equipment that is capable of providig 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 Idao Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually acceptable
to the Paries adequate total generation, Net Energy, Station Use, Inadvertent Energy and maximum
generation (kW) records in a form and content acceptable to Idaho Power.
11.2 Inspection - Either Pary, after reasonable notice to the other Pary, shall have the right, durng normal
business hour, 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.
ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating communications
through Idaho Power's Designated Dispatch Facility in accordace with Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facilty and delivered by
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12/6/2010
the Seller to the Point of Delivery, if it is prevented from doing so by an event of Force
Majeure, or temporary disconnection of the Facility in accordace with Schedule 72. If, for
reasons other than an event of Force Majeure, a temporar disconnection under Schedule 72
exceeds twenty (20) days beginning with the twenty-first day of such interrption, curailment
or reduction, Seller wil be deemed to be deliverig Net Energy at a rate equivalent to the pro
rata daily average of the amounts specified for the applicable month in pargraph 6.2.
Idaho Power wil notify Seller when the interrption, curailment or reduction is termnated.
12.2.2 If, in the reasonable opinion ofIdaho Power, Seller's operation of the Facility or Interconnection
Facilities is unsafe based on Prudent Utilty Practices or may otherwise adversely affect
Idao Power's equipment, personnel or servce to its customers, Idaho Power may temporarly
disconnect the Facilty from Idao Power's transmission/distribution system as specified within
Schedule 72 or take such other reasonable steps as Idao Power deems appropriate until such
time as Seller has corrected its operation..
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy on an
instantaneous basis from the Facilty 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 wil be a Material Breach of this Agreement.
12.2.4 If Idao Power is unable to accept the energy from this Facilty and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limted to only the value of the
estimated energy that Idaho Power was unable to accept. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential daages the Facilty may
incur except as specifically provided otherise in article 15.1 of this Agreement.
12.3 Seller Declared Suspension of Enèrgy Deliveries
12.3.1 If the Seller's Facilty 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 Facilty, Seller may, after giving notice as provided in pargrph
12.3.2 below, temporarly suspend all deliveries of Net Energy to Idaho Power from the Facility
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12/6/2010
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 wil begin at the
star of the next full hour following the Seller's telephone notification as specified in pargraph
12.3.2 and wil continue for the time as specified (not less than 48 hours) in the wrtten
notification provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occured, the Net Energy Amount wil be adjusted as specified in paragraph 6.2.4.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller wil notify the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries wil be at the next full hour
after making telephone contact with Idaho Power. The Seller wil, within 24 hours after the
telephone contact, provide Idaho Power a written notice in accordance with XXV that wil
contain the beginnng 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 wil review the documentation provided by the Seller to determne
Idaho Power's acceptance of the described forced outage as qualifyg for a Declared
Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power's acceptance of
the Seller's forced outage as an acceptable forced outage wil 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.
12.4 Scheduled Maintenance - On or before January 31st of each calendar year, Seller shall submit a written
proposed maintenance schedule of significant Facility maintenance for that calenda year and
Idao Power and Seller shall mutually agree as to the acceptabilty of the proposed schedule. The
Paries deterination as to the acceptability of the Seller's timetable for scheduled maintenance wil
take into consideration Prudent Utilty Practices, Idaho Power system requirements, and the Seller's
- 20-
12/6/2010
preferred schedule. Neither Pary shall uneasonably withhold acceptace of the proposed maintenance
schedule.
12.5 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate their
respective line and Facility maintenance schedules such that they occur simultaeously.
12.6 Contact Prior to Curilment - Idao Power wil make a reasonable attempt to contact the Seller prior to
exercising its rights to interrpt interconnection or curail deliveries from the Seller's Facilty. Seller
understands that in the case of emergency circumstances, real time operations of the electrical system,
and/or unplaned events, Idao Power may not be able to provide notice to the Seller prior to
interrption, curailment, or reduction of electrical energy deliveries to Idao Power.
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnification - Each Party shall agree to hold harless and to indemify the other Party, its offcers,
agents, affiliates, subsidiares, parent company and employees against all loss, damage, expense and
liabilty to third persons for injury to or death of person or injur to property, proximately caused by the
indemnifying Pary's (a) construction, ownership, operation or maintenance of, or by failure of, any of
such Pary's works or facilties used in connection with this Agreement, or (b) negligent or intentional
acts, errors or omissions. The indemnfyng Pary shall, on the other Pary's request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Pary shall pay all documented costs,
including reasonable attorney fees that may be incurred by the other Pary in enforcing this indemnity.
13.2 Insurance - Durng the term of this Agreement, Seller shall secure and continuously car the following
insurance coverage:
13.2.1 Comprehensive General Liabilty Insurance for both bodily injury and property daage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with curent Insurance Industry Utility practices for similar
property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an A.M. Best
Company rating of A- or better and shall include:
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12/6/2010
(a) An endorsement namng Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liabilty
reduced without ten (10) days' prior written notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and anually
thereafter, Seller shall fush Idao Power a certificate of insurance, together with the endorsements
required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idao Power of Loss of Coverage - If the insurce coverage required by paragrph
13.2 shall lapse for any reason, Seller wil promptly notify Idao Power in wrting. The notice wil
advise Idao 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 wil
constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJUR
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause beyond
the control of the Seller or of Idaho Power which, despite the exercise of reasonable due dilgence, such
Pary is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of God, fire,
flood, storms, wars, hostilties, civil strife, strikes and other labor disturbances, earhquakes, fires,
lightning, epidemics, sabotage, force majeure event impacting the Northside Canal Company, or
changes in law or regulation occurng after the effective date, which, by the exercise of reasonable
foresight such pary could not reasonably have been expected to avoid and by the exercise of due
diligence, it shall be unable to overcome. If either Part is rendered wholly or in par unable to perform
its obligations under this Agreement because of an event of Force Majeure, both Paries shall be
excused from whatever performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Pary shall, as soon as is reasonably possible after the occurence
of the Force Majeure, give the other Pary written notice describing the pariculars of
the occurence.
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12/6/2010
(2) The suspension of performance shall be of no greater scope and of no longer durtion
than is required by the event of Force Majeure.
(3) No obligations of either Pary 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 occurence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standad of care with reference to, or any liability to any person not a Pary to this Agreement. Neither
pary shall be liable to the other for any indirect, special, consequential, nor punitive damages, except as
expressly authorized by this Agreement. Consequential daages wil include, but not be limited to, the
value of renewable energy certificates.
15.2 Dedication. 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 Pary or the public or affect
the status of Idaho Power as an independent public utilty corporation or Seller as an independent
individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and liabilties
of the Paries are intended to be several and not joint or collective. Nothing contained in this Agreement
shall ever be construed to create an association, trust, parnership or joint venture or impose a trust or
partnership duty, obligation or liability on or with regard to either Pary. Each Par shall be
individually and severally liable for its own obligations under this Agreement.
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12/6/2010
ARTICLE XVII: WAIER
17.1 Any waiver at any time by either Pary 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 XVil: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interpreted in accordace with the laws of the State ofIdao
without reference to its choice of law provisions.
18.2 Venue for any litigation arsing out of or related to this Agreement wil lie in the District Cour of the
Fourth Judicîal District ofIdao in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arsing under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, wil be submitted to the Commssion for
resolution.
19.2 Notice of Default
19.2.1
19.2.2
Defaults. If either Pary fails to perform any of the terms or conditions of this Agreement
(an "event of default"), the nondefaulting Pary shall cause notice in writing to be given to
the defaulting Pary, specifyg the manner in which such default occured. If the defaulting
Pary shall fail to cure such default within the sixty (60) days after service of such notice, or
if the defaulting Party reasonably demonstrates to the other Party that the default can be
cured within a commercially reasonable time but not within such sixty (60) day period and
then fails to diligently pursue such cure, then, the nondefaulting Pary may, at its option,
terminate this Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Materal Breaches must be cured
as expeditiously as possible following occurrence of the breach.
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12/6/2010
19.3 Securty for Performance - Prior to the Operation Date and thereafter for the full term of ths
Agreement, Seller wil provide Idaho Power with the following:
19.3.i Insurance - Evidence of compliance with the provisions of pargraph 13 .2. If Seller fails to
comply, such failure wil be a Material Breach and may only be cured by Seller supplying
evidence that the required insurance coverage has been replaced or reinstated;
19.3.2
19.3.3
Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil supply
Idaho Power with a Certification of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idao, which Cerification of
Ongoing 0 & M shall be in the form specified in Appendix C. Seller's failure to supply the
required certificate wil be an event of default. Such a default may only be cured by Seller
providing the required certificate; and
Licenses and Permits - Durng the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in pargraph 4.1.1 of this Agreement. In
addition, Seller wil supply Idaho Power with copies of any new or additional permts or
licenses. At least every fift Contract Year, Seller wil update the documentation described
in Paragraph 4.1.1. If at any time Seller fails to maintain compliance with the permits and
licenses described in paragrph 4.1.1 or to provide the documentation required by this
paragraph, such failure wil be an event of default and may only be cured by Seller
submitting to Idaho Power evidence of compliance from the permitting agency. Except if the
Seller's failure to comply does not interfere with its abilty to perorm its obligations
hereunder or is otherise immaterial and of no adverse impact to the Facility.
ARTICLE XX: GOVERNENTAL AUTHORIZATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over either
Pary. of this Agreement.
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ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commssion's approval of all ters and
provisions hereof without change or condition and declartion that all payments to be made to Seller
hereunder shall be allowed as prudently incured expenses for ratemakg purposes.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit
of the respective successors and assigns of the Paries hereto, except that no assignent hereof by either
Pary shall become effective without the written consent of both Paries being first obtained. Such
consent shall not be uneasonably withheld. Notwithstanding the foregoing, any pary 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 fuer 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 aricle shall not prevent a fiancing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contrct. Idaho Power shall have the right
to be notified by the financing entity that it is exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid uness it is in wrting and signed by both Paries and
subsequently approved by the Commission.
ARTICLE XXIV: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other goverental charges which, if
failed to be paid when due, could result in a lien upon the Facility or the Interconnection
Facilities.
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ARTICLE XXV: NOTICES
25.1 All wrtten notices under this Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class,
postage prepaid, as follows:
To Seller:
Original document to:
SE Hazelton A, L.P.
One Tech Drive, Ste 220
Andover, MA 01810
ATT: General Counsel
Telephone:
FAX:
978-681-1900
978-681-7727
E-mail: steve.champagne~enei.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idao Power Company
POBox 70
Boise, Idaho 83707
Email: Lgrow~idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idao 83707
E-mail: rallphinCfidahopower.com
Either Pary may change the contact person and/or address information listed above, by providing written notice
from an authorized person representing the Pary.
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ARTICLE XXVI: ADDITIONAL TERMS AN CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
Generation Scheduling and Reporting
Facility and Point of Deliver
Engineer's Certifications
Forms of Liquid Securty
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any ter or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be constred in all
other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVII: COUNERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instruent.
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Paries concering the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements between the Parties concernng the
subject matter hereof.
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By
Dated
IN WITSS WHEREOF, the Paries hereto have caused this Agreement to be executed in
their respective names on the dates set forth below:
Idaho Power Company
~/J~~
Lisa A Grow
Sr. Vice President, Power Supply
li.f2-IO
"Idaho Power"
S.E. Hazelton A, LP
By
Dated
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Michael i. Storch, E ecutive Vice President
Bypass Power Comp y, its General Parer
a.,?,IOr
"Seller"
12/6/2010
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AN SWITCHING REPORT
At the end of each month the following required documentation wil be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The meter readigs required on this report wil be the readings on the Idaho Power Meter Equipment measurg
the Facility's total energy production and Station Usage delivered to Idao Power and the maximum generated
energy (kW) as recorded on the Metering Equipment and/or any other required energy measurements to
adequately administer this Agreement. This document shall be the document to enable Idao Power to begin the
energy payment calculation and payment process. The meter readings on this report shall not be used to
calculate the actual payment, but instead wil be a check of the automated meter reading information that wil be
gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Producton
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 Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State Zip
Facilty
Output
Station
Usage
Phone Number:
Station
Usage
Metered
Maximum Generation
kW
Net Generation
Breaker Closing Record
Date Time Meter
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day ofthe
above month and that the switching record is accurate
and complete as requied by the Firm Energy Sales
Agreement to which I am a Part.
Signature
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*Reason
Date
12/6/2010
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idao Power wil use the provided Metering and Telemetry equipment and processes to collect the
meter reading information from the Idaho Power provided Meterg Equipment that measures the Net Energy
and energy delivered to supply Station Use for the Facilty recorded at 12:00 AM (Midnght) of the last day of
the month.
The meter information collected wil include but not be limited to energy production, Station Use, the maximum
generated power (kW) and any other required energy measurements to adequately administer this Agreement.
A-3 ROUTIN REPORTING
Once the Facilty has achieved its Operation Date and has operated in a reliable and consistent maner
for a reasonable period of time, the Paries may mutually agree to modify this Routine Reporting
requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following information:
· Project Identification - Project Name and Project Number
· Current Meter Reading
. Estimated Generation for the curent day
. Estimated Generation for the next day
pianed and Unplaned Project outages
Call 1-800-345-1319 and leave the following information:
. Project Identification - Project Name and Project Number
. Approximate time outage occured
. Estimated day and time of project comig back online
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Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
ENA Call Center
978-686-4386
Project On-site Contact information
Name:
Telephone Number:
Dale Higbee
208-734-0551
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APPENDIXB
FACILITY AN POIN OF DELIVERY
Project Name: Hazelton A Hydroelectrc Project
Project Number: 31715128
B-1 DESCRITION OF FACILITY
(Must include the Nameplate Capacity rating and V AR capabilty (both leading and lagging) of all generation
units to be included in the Facility.)
The Seller's Facilty is described a three generators with nameplate ratings of 2700 kW each at 4160
volts, three phase, 60 hertz, drven by Kaplan S-type turbines
Var Capabilty (Both leading and lagging) Leading is _ Lagging is
B-2 LOCATION OF FACILITY
Near: Hazelton, ID
Sections: SW ~ of the NW ~ of Section 2 Township: 10 South Range: 20 East, Boise Meridian
County: Jerome, ID.
Description of Interconnection Location:
Nearest Idaho Power Substation:
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected Januar 1, 2011 as the Scheduled First Energy Date
Seller has selected Januar 1, 2011 as the Scheduled Operation Date.
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B-4 MAXUM CAPACITY AMOUN:
This value wil be ~MW which is consistent with the value provided by the Seller to Idaho Power in
accordance with Schedule 72. This value is the maximum energy (MW) that potentially could be
delivered by the Seller's Facilty to the Idaho Power electrical system at any moment in time.
B-5 POIN OF DELIVERY
"Point of Delivery" means, uness otherwise agreed by both Paries, the point of where the Sellers
Facility's energy is delivered to the Idao Power electrical system. Schedule 72 wil determine the
specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72 wil become
an integral part of this Agreement.
B-6 LOSSES
As established in the previous Fir Energy Sales Agreement, dated Januar 18, 1989, which term was
extended by a letter agreement dated June 11, 2010 to December 31, 2010, the Losses were set to be
0.76% of the kWh energy production recorded on the Facility generation meterg equipment. This
previously calculated Losses calculation wil be continued for the full term of ths agreement.
B-7 METERIG AN TELEMETRY
Schedule 72 wil determe the specific metering and telemetry requirements for this Facility. At the
miimum 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 admister
this Agreement. These specifications wil 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 Idao Power provided equipment. Seller
wil arange for and make available at Seller's cost communication circuit(s) compatible with
Idaho Power's communications equipment and dedicated to Idaho Power's use termnating at the
Idaho Power facilities capable of providing Idaho Power with continuous instantaneous information on
the Facilities energy production. Idaho Power provided equipment wil be owned and maintained by
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Idaho Power, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to Idao Power by the Seller. Payment of these costs wil be in
accordace with Schedule 72 and the total meterig cost wil be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Tranmission Servce Request
("TSR") and/or a Network Resource Designation ("NR") application have been accepted by
Idaho Power's delivery business unt.
a. As this Facility is curently connected to the Idaho Power Company system and is under
contract through December 31, 2010 to deliver energy to Idaho Power Company, so
long as the date of execution of this Agreement is prior to the expiration of the existing
firm energy sales agreement the curent NR designation wil be renewed.
b. If the date of execution of ths Agreement is after the expiration date of the existing
firm energy sales agreement Idao Power wil be required to fie a new Transmission
Servce Request ("TSR") and/or a Network Resource Designation ("NR") application
for this Facility. If this TSR or NR request results in transmission upgrades being
required the Facility shall be responsible for those costs. If the Seller elects to not
accept the transmission upgrade costs the Seller may termate this Agreement within
10 days of the date the Seller is notified of the trasmission upgrade costs and no
damages for termination wil be accessed.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engieer," hereby states and certifies to
the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idao.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and this
Statement is identified as IPCo Facilty No. and hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idao.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to
Idaho Power for a fifteen (15) year period.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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12/6/2010
8. That Engineer has made a physical inspection of said Project, its operations and maintenance records
since the last previous certified inspection. It is Engieer's professional opinon, based on the Project's
appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy; that it is in
reasonably good operating condition; and that if adherence to said O&M Policy continues, the Project wil
continue producing at or near its design electrical output, effciency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idao Power, in accordace with pargraph 5.2 of the Agreement, is
relyig on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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12/6/2010
APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer", hereby states and certifies to
Idaho Power as follows:
1.
2.
That Engineer is a Licensed Professional Engineer in good standig in the State of Idao.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idao Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the Agreement
and this Statement, is identified as IPCo Facility No and is hereinafter refered to as the
"Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fush electrcal
energy to Idaho Power for a fifteen (15) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project, includig
the civil work, electrical work, generating equipment, prime mover conveyance system, Seller fushed
Interconnection Facilities and other Project facilities and equipment.
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9.That the Project has been constructed in accordace with said plans and specifications, all
applicable codes and consistent with Prudent Electrcal Practices as that ter 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 Enginee\s representations and opinons contained inthis Statement. \
12. That Engineer certifies that the above statements are complete, true and accurate to the best of
his knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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