20111122Application.pdf

DONOVAN E. WALKER
Lead Counsel
dwalker(íidahopower.com
R"~
An IDACORP Company
November 22,2011
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-11-25
IN THE MATTER OF THE APPLICATION OF IDAHO POWER COMPANY
FOR A DETERMINATION REGARDING THE FIRM ENERGY SALES
AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC ENERGY
BETWEEN IDAHO POWER COMPANY AND DYNAMIS ENERGY, LLC
Dear Ms. Jewell:
Enclosed for filng please find an original and seven ¡(7) copies of Idaho Power
Company's Application in the above matter.
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
DONOVAN E. WALKER (ISB No. 5921)
JASON B. WILLIAMS (ISB No. 8718)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker(âidahopower.com
jwilliams(âidahopower.com
')?,"" í-I,"'. 10ii:. i4.
, I;-J
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-11-25
A DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY BETWEEN IDAHO POWER )
COMPANY AND DYNAMIS ENERGY, LLC. )
)
Idaho Power Company ("Idaho Powet' 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
("Commission") for an Order accepting or rejecting the Firm Energy Sales Agreement
("FESA") between Idaho Power and Dynamis Energy, LLC ("Dynamis" or "Sellet') under
which Dynamis would sell and Idaho Power would purchase electric energy generated
by the Dynamis Ada County Landfill project ("Facilty") located near Boise, Idaho.
In support of this Application, Idaho Power represents as follows:
APPLICATION - 1
, ,-. ;.,
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilties
purchase power produced by cogenerators or small power producers that obtain
Qualifying Facilty ("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 utilty 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.
II. THE FIRM ENERGY SALES AGREEMENT
2. Dynamis proposes to own, operate, and maintain a 22 megawatt
(Maximum Capacity Amount) landfil waste to energy generating facility to be located in
Idaho Powets service territory near Boise, Idaho. The Facilty wil be a QF under the
applicable provisions of PURPA. Idaho Power and Dynamis entered into a FESA for
the sale and purchase of the energy generated by the Facilty on November 16, 2011.
The FESA for this Facilty was executed by C. Lloyd Mahaffey, Chairman and Chief
Executive Offcer for Dynamis Energy, LLC, on November 14, 2011. It was
subsequently executed by Idaho Power on November 16, 2011, and now filed for the
Commission's review on November 22, 2011. A copy of the FESA is attached to this
Application as Attachment NO.1. This FESA is the result of negotiations between Idaho
APPLICATION - 2
Power and Dynamis and contains the avoided cost rates established pursuant to the
Commission's approved Integrated Resource Plan ("IRP") avoided cost methodology as
currently established by the Commission.
3. Dynamis has elected October 15, 2013, as the Scheduled First Energy
Date and February 14, 2014, as the Scheduled Operation Date for this Facilty. See
Appendix B. The FESA requires Dynamis to meet various requirements in order for
Idaho Power to accept energy deliveries from this Facilty. Idaho Power wil monitor
compliance with these initial requirements. In addition, Idaho Power wil monitor the
ongoing requirements through the full term of the FESA.
4. The contract term specified in the FESA is 20 years and includes shared
ownership of the Renewable Energy Certificates ("RECs") generated over the entire
term of the FESA.
5. Dynamis and Idaho Power have agreed to Delay Liquidated Damages as
well as the requirement to post Delay Security. Delay Liquidated Damages shall apply
should Dynamis fail to bring the Facilty on-line by the Scheduled Operation Date as
specified in the FESA. Delay Liquidated Damages are agreed to be calculated as
described hereafter. If the Operation Date occurs after the Scheduled Operation Date,
but within 90 days of that Scheduled Operation Date, then damages are equal to the
sum of all Hourly Energy Production amounts for the entire Delay Period multiplied by
the applicable Delay Price; if the Operation Date occurs more than 90 days past the
Scheduled Operation Date, then damages are specified as $45 per kilowatt ("kW") of
nameplate capacity for the Facilty. If the Facilty fails to achieve its Operation Date
within 90 days of the Scheduled Operation Date, the failure wil be a Material Breach of
APPLICATION - 3
the FESA and Idaho Power may terminate the FESA if not cured by Dynamis. Dynamis
and Idaho Power have also agreed to Delay Security provisions requiring Dynamis to
post Delay Security in an amount equal to $45 per kW of nameplate capacity within 30
days of Commission approval of the FESA. These Delay Damage and Security
provisions 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 through IPC-
E-10-19; IPC-E-10-22; IPC-E-10-24; IPC-E-10-26; IPC-E-10-37 through IPC-E-10-45;
and IPC-E-10-47 through IPC-E-10-50.
6. Dynamis and Idaho Power have agreed to terms providing for each party's
50 percent ownership of any Environmental Attributes, including RECs, generated by
the Facilty for the full 20-year term of the FESA. This has mutual benefits for both
Idaho Powets customers and the Facility. These provisions clarify the ownership of the
Environmental Attributes generated by the Facilty such that each party can potentially
maximize what benefit it can from such ownership. It clarifies the QF developer's
ownership and subsequent abilty to retain RECs and obtain what value it can for them
to help offset the costs of development and operation. It also clarifies Idaho Power's
ownership and abilty to obtain what value it can for its customers, to retire them and
claim the Environmental Attributes of the renewable generation as part of its system, or
to utilize them to meet the requirements of potential future Renewable Portolio
Standards that may require the Company to obtain and have RECs.
7. The energy prices in FESA are derived from Idaho Powets AURORA
economic dispatch model for this Facilty's estimated energy shape as specified by
Commission requirements for the IRP-based avoided cost methodology. The energy
APPLICATION - 4
price identified by the IRP methodology for this Facilty is equivalent to a 20-year
levelized price of $92.35 per megawatt-hour. However, the actual energy pricing
stream varies throughout the term of the contract based upon the month and time of day
during which the energy is delivered to Idaho Power. The energy prices in the FESA
contain the previously approved differentiation between both Heavy Load and Holiday
Standard Energy purchase pricing. Seller only plans to deliver energy during Heavy
Load and Holiday Standard Energy hours and does not intend to produce and deliver
any Light Load energy to Idaho Power. See Sections 7.1, 7.2, and 7.3.
8. The FESA provides that all applicable interconnection charges and
monthly operational or maintenance charges under Schedule 72 wil be assessed to
Seller. The Facility is currently in the generator interconnection process. Assuming that
Seller continues to provide necessary technical information and make payments for
interconnection materials and studies in a timely manner, Idaho Powets Delivery
business unit wil be able to proceed with its interconnection and transmission study
processes, which ultimately results in a Schedule 72 Generator Interconnection
Agreement, or "GIA" between Dynamis and Idaho Power. PURPA QF generation must
be designated as a network resource ("DNR") on Idaho Powets system. Upon
resolution of any and all upgrades required to acquire transmission capacity for this
Facilty's generation, and upon execution of the FESA and the GIA, this Facilty may
then be designated as a network resource.
9. As previously stated in paragraph 3 of this Application, and set forth in
Appendix B to the FESA, Dynamis has selected October 15, 2013, for the Scheduled
First Energy Date and February 14, 2014, as the Scheduled Operation Date. Dynamis
APPLICATION - 5
has been advised that it is Dynamis's responsibilty to work with Idaho Powets Delivery
business unit to ensure that suffcient time and resources wil be available for Delivery to
construct the interconnection facilities, and transmission upgrades if required, in time to
allow the Facilty to achieve the February 14, 2014, Scheduled Operation date. Seller
has been further advised that delays in the interconnection or transmission process do
not constitute excusable delays in achieving the Scheduled Operation date and if Seller
fails to achieve the Scheduled Operation date at the times specified in the FESA, delay
damages wil be assessed
10. Dynamis has also been made aware of and accepted the provisions of the
FESA and the Company's approved Tariff Schedule 72 regarding non-compensated
curtailment or disconnection of its Facilty should certain operating conditions develop
on the Company's system. According to the standard provisions in Section 12 of the
FESA, curtailment without compensation may occur if there is an event of Force
Majeure, a Forced Outage, or a temporary disconnection of the Facility in accordance
with Tariff Schedule 72. If the generation from the Facilty wil have an adverse effect
upon Idaho Powets service to its customers, Idaho Power may temporarily disconnect
the Facilty from Idaho Powets transmission/distribution system as specified within
Schedule 72, or take such other reasonable steps as Idaho Power deems appropriate.
The parties' intent and understanding is that non-compensated curtailment would be
exercised when the generation being provided by the Facilty in certain operating
conditions exceeds or approaches the minimum load levels of the Company's system
such that it may have a detrimental effect upon the Company's abilty to manage its
APPLICATION - 6
thermal, hydro, and other resources in order to meet its obligation to reliably serve loads
on its system.
11. 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 Dynamis for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
12. 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 prepare and present its testimony in such hearing.
iv. COMMUNICATIONS AND SERVICE OF PLEADINGS
13. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker, Lead Counsel
Jason B. Wiliams, Corporate Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalker(âidahopower.com
jwilliams(âidahopower.com
v. REQUEST FOR RELIEF
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphin(âidahopower.com
14. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
accepting or rejecting the Firm Energy Sales Agreement between Idaho Power
APPLICATION - 7
Company and Dynamis Energy, LLC, without change or condition; and, if accpted, (3)
declaring that all payments for purchases of energy under the Firm Energy Sales
Agreement between Idaho Power Company and Dynamis Energy, LLC, be allowed as
prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 22nd day of November 2011.
(ttt "\DONOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 8
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 22nd day of November 2011 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:
Dynamis Energy, LLC
C. Lloyd Mahaffey, CEO
Wade D. Thomas, General Counsel
776 East Riverside Drive, Suite 150
Eagle, Idaho 83616
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email L1oyd(ëdynamisenergy.com
wthomas(ëdynamisenergy.com
APPLICATION - 9
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-11-25
IDAHO POWER COMPANY
ATTACHMENT NO.1
Aricle
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
DYNAMIS ENERGY, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Waranties
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
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
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severabilty
Counterpars
Entire Agreement Signatures
Appendix A
AppendixB
Appendix C
AppendixD
AppendixE
AppendixF
FIR ENERGY SALES AGREEMENT
(Greater than 10 aMW)
Project Name: Dynamis Ada County Landfill Project
Project Number: 21615400
THIS AGREEMENT, entered into on this ,,1'; day of N(2iJPlM bl"lf , 2011 between Dynamis Energy,
LLC, an Idaho limited liabilty company (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Party."
WITNESSETH:
WHEREAS, Seller wil design, construct, own, maintain and operate an electric generation facilty; and
WHEREAS, Seller wishes to sell, and Idaho Power is wiling to purchase, firm electrc energy produced
by the Seller's Facilty.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Business Hours" - Daily hours of8:00 AM to 5:00 PM Mountain Time, Monday through Friday
excluding New Year Day, Memorial Day, Independence Day, Labor Day, Thansgivig, Chrstmas
and any other Idaho Power observed holiday.
1.2 "Commission" - The Idaho Public Utilties Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereafter.
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1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragrph 5.3,5.4,
5.5, and 5.6 .
1.5 "Delay Period" - All hours past the Scheduled Operation Date until the Seller's Facility achieves the
Operation Date.
1.6 "Delay Price" - The curent month's Mid-Columbia Market Energy Cost. If this value is less than
$15.00 per MWh, then this value wil be $15.00 per MWh
1.7 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent group
designated by Idaho Power.
1.8 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attrbutable to the generation from the Facility, and its avoided emission
of pollutants. Environmental Attributes include but are not limited to: (1) any avoided emission of
pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide
(CO) and other pollutants; (2) any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous
oxide, hydrofluorocarbons, perfuorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs)
that have been determined by the United Nations Intergovernental Panel on Climate Change, or
otherwise by law, to contribute to the actual or potential theat of altering the Earh's climate by
trapping heat in the atmosphere; 1 (3) the reporting rights to these avoided emissions, such as REC
Reporting Rights. REC Reporting Rights are the right of a REC owner to report the ownership and use
of accumulated RECs in compliance with federal or state law, if applicable, and to a federal or state
agency or any other pary at the REC owner's discretion, and include without limitation those REC
Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bil, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental Attributes
associated with one (1) MWh of Energy. Environmental Attributes do not include (i) any energy,
capacity, reliabilty or other power attributes from the Facilty, (ii) production tax credits associated with
Avoided emissions mayor may not have any value for GHG compliance puroses. Although avoided emissions
are included in the list of Environmental Attbutes, this inclusion does not create any right to use those avoided emissions
to comply with any GHG regulatory program.
- 2-
the construction or operation of the Facility and other financial incentives in the form of credits,
reductions, or allowances associated with the Facility that are applicable to a state or federal income
taxation obligation, (iii) the cash grant in lieu of the investment tax credit puruant to Section 1603 of
the American Recovery and Reinvestment Act of 2009, or (iv) emission reduction credits encumbered
or used by the Facility for compliance with local, state, or federal operating and/or air quality permits.
1.9 "Facilty" - That electric generation facility described in Appendix B of this Agreement.
1.10 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Aricle N and the Seller begins deliverig energy to Idaho
Power's system at the Point of Delivery.
1.11 "Forced Outage" -
1.11.1 A reduction in the Facility's delivery of Net Energy which is the result of an Idao Power
imposed curtailment, interrption or reduction of Net Energy as a result of line construction,
electrical system maintenance requirements, emergencies, electrical system operating
conditions, unplanned maintenance or electrical system reliabilty emergencies on its system or
as otherwise required by Prudent Electrical Practices or;
1.11.2 A reduction in the Facility's production of Net Energy which is the result of equipment failure
at the Seller's generation facility that is not a Force Majeure event or caused by neglect,
disrepair or lack of adequate preventative maintenance.
1.12 "Heavy Load Energy" - All Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system durng all Heavy Load Hours less any Surplus Energy.
1.13 "Heavy Load Hours" - The daily hours beginning at 7:00 am, ending at 11:00 pm Mountain Time, (16
hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstmas.
1.14 "Holiday Evening Hours" - The daily hours beginnng at 11 :00 pm, ending at 7 :00 am Mountain Time
(8 hours) on all Sundays, New Years Day, Memorial Day, Independence Day, Labor Day, Thansgiving
and Chrstmas.
- 3-
1.15 "Holiday Standad Energy" - All Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during all Holiday Standard Hours less any Surlus Energy
1.16 "Holiday Standard Hours" - The daily hours beginnng at 7:00 am, ending at 11 :00 pm Mountain Time,
(16 hours) on all Sundays, New Years Day, Memorial Day, Independence Day, Labor Day,
Thansgiving and Chrstmas.
1.17 "Interconnection Facilities" - All equipment specified in Schedule 72.
1.18 "Light Load Energy" - All Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during all Light Load Hours and Holiday Evening Hours less any Surlus
Energy.
1.19 "Light Load Hours" - The daily hours beginning at 11 :00 pm, ending at 7:00 am Mountain Time (8
hours), excluding all hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Chrstmas.
1.20 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurng as a result of the
transformation and transmission of energy between the Meterig Point and the Point of Delivery. The
loss calculation formula wil be as specified in Appendix B of this Agreement.
1.21 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
1.22 "Material Breach" - A Default (paragraph 19.2.1) subject to paragrph 19.2.2.
1.23 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility wil be as specified in
Appendix B of this Agreement and shall not exceed the maximum capacity as specified within the
Generation Interconnection Agreement.
1.24 "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.
1.25 "Metering Point" - The physical point at which the Metering Equipment is located that enables
accurate measurement of the Net Energy deliveries to Idaho Power at the Point of Delivery for this
Facilty that provides all necessar data to administer this Agreement.
- 4-
1.26 "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-fir energy. If the Dow
Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties 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.
1.27 "Nameplate Capacity" - The full-load electrical quantities assigned by the designer to a generator and
its prime mover or other piece of electrical equipment, such as transformers and circuit breakers, under
standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts or other appropriate
units, which are usually indicated on a nameplate attached to the individual machine or device.
1.28 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. 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.
1.29 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.2 have been completed.
1.30 "Performance Hours" - All Heavy Load Hours and Holiday Standad Hours excluding the daily hour
beginning at 7:00 AM ending at 8:00 AM and hour beginning at 10:00 PM ending at 11 :00 PM, all
measured in Mountain Standard Time.
1.31 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the Seller's
electrical facilities are interconnected and the energy from this Facility is delivered to the Idaho Power
electrical system.
1.32 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarly used in electrical engineering and operations to operate electric equipment lawfully, safely,
dependably, efficiently and economically.
1.33 "Renewable Energy Certificate CREC)" - means a certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the Facility, and
- 5-
includes all Environmental Attributes arising as a result of the generation of electricity associated with
the REC. One REC represents the Environmental Attributes associated with the generation of one
thousand (1,000) kWh of Net Energy.
1.34 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates having
achieved 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 wil have
achieved the Operation Date.
1.35 "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 Facility into the Idaho Power electrical system as specified within Schedule 72.
1.36 "Special Facilties" - Additions or alterations oftrasmission and/or distribution lines and transformers
as described in Schedule 72.
1.37 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise related to
the production of electricity by the Facility.
1.38 "Surplus Energy" - defined as:
1.38.1 All Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrcal
system prior to the Operation Date, or
1.38.2 All Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrical
system after the Operation Date and during Heavy Load Hours or Holiday Standad Hours that
is greater than 110% of the Hourly Energy Production amount for the corresponding hour
specified in Appendix E. In addition, delivering Net Energy to Idaho Power that exceeds the
Maximum Capacity shall be a Materal Breach of this Agreement, or
1.38.3 All Net Energy produced by the Seller's Facilty and delivered to the Idaho Power electrcal
system for a given hour during the first Contract Year if the Net Energy produced by the
Seller's Facilty and delivered to the Idaho Power electrical system during any Performance
Hour is less than 75% of the Hourly Energy Production amount for the corresponding hour
specified in Appendix E, or
- 6-
1.38.4 All Net Energy produced by the Seller's Facilty and delivered to the Idao Power electrcal
system for a given hour after the first Contrct Year if the Net Energy produced by the Seller's
Facilty and delivered to the Idaho Power electrical system durig any Performance Hour is less
than 90% of the Hourly Energy Production amount for the corresponding hour specified in
Appendix E, or
1.39 "Total Cost of the Facility" - The total cost of structures, equipment and appurenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idao Power that in entering into
this Agreement and the undertakng 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 transactions contemplated by this
Agreement.
2.2 Seller Independent Experts - All professionals or expers including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertng the transactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Waranty by Idao Power - Any review, acceptance 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, durability, reliability,
strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warants that the Facility is a "Qualifyng Facilty," 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 Qualifying Facility status durg the term ofthis Agreement and
Seller's failure to maintain Qualifying Facility status wil be a Material Breach of this Agreement.
-7-
Idaho Power reserves the right to review the Facility's Qualifying Facility status and associated support
and compliance documents at anytime during the term of this Agreement.
ARTICLE N: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of energy
from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idao Power that all licenses, permits or approvals necessar for Seller's
operations have been obtained 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 - Submit to Idaho Power an Opinion Letter signed by an attorney admitted
to practice and in good standing in the State ofIdaho 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 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 wil acknowledge
that the attorney rendering the opinion understands that Idaho Power is relying on said opinon.
Idaho Power's acceptance of the form wil not be unreasonably 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 Nameplate Capacity - Submit to Idao Power manufacturer's and engineering documentation
that establishes the Nameplate Capacity of each individual generation unit that is included
within this entire Facility and a cumulative total Nameplate Capacity for the 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 and that the Nameplate Capacity of the Facility does not
exceed the Maximum Capacity.
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4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constrction Adequacy and an Engineer's Certification of Operations and Maintenance (O&M)
Policy as described in Commission Order No. 21690. These cerificates wil be in the form
specified in Appendix C but may be modified to the extent necessar to recognze the different
engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XII.
4.1.6 Interconnection - Provide written confiration from Idaho Power's delivery business unit that
Seller has satisfied all interconnection requirements.
4.1.7 Network Resource Designation - The Seller's Facility has been designated as a network
resource capable of delivering firm energy up to the amount of the Maximum Capacity.
4.1.8 Written Acceptance - Request and obtain written confiration 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 wil not be
unreasonably withheld by Idaho Power.
ARTICLE v: TERM AN OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on the
date first written and shall continue in full force and effect for a period of twenty (20) Contract Years
from the Operation Date.
5.2 Operation Date - The Operation Date shall be the date selected by Seller upon three (3) business days
notice to Idaho Power, provided that 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 Idaho Power's satisfaction that the Facility is complete and able
to provide energy in a consistent, reliable and safe maner.
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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 Operation Date. This
confirmation wil not be unreasonably withheld by Idao Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before the
Scheduled Operation Date.
5.3.1 Delays in the interconnection and transmission network upgrade study, design and construction
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; provided however that delays in the interconnection and transmission network
upgrade study, design and constrction process that are solely caused by or solely the result of
Idaho Power's failure to interconnect the Facility in accordance with the Facilty's
interconnection agreement estimated date shall be considered a Force Majeure event accepted
by both Paries.
5.3.2 It is the Paries reasonable expectation that this Agreement wil be approved by the Idaho Public
Utilties Commission ("Commission") within ninety (90) days of its submittal by Idaho Power
to the Commission and that the Agreement wil be submitted for approval within fifteen (15)
days of execution by the Parties. If Commission approval of this Agreement occurs more than
ninety (90) days after submittal occurs, the Scheduled Operation Date shall be deemed
extended, on a day-for-day basis, equal to the number of days the Commission approval exceeds
ninety (90) days after the submittal date.
5.3.3 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 Idaho 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 the sum of all Hourly Energy Production
amounts specified in Appendix E for the entire Delay Period multiplied by the
applicable Delay Price.
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5.3.4 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 5.3.3, calculated as follows:
Forty-five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW, less the actual Delay Liquidated Damages paid
pursuant to paragraph 5.3.3.
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 ninety (90) days past the Scheduled
Operation Date until such time as the Seller cures this Materal Breach or Idaho Power ternìnates this
Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within seven
(7) days of when Idaho 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
Material Breach of this Agreement and Idaho Power shall drw 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:
a) Filed for interconnection and is in compliance with all payments and requirements
of the interconnection process, and
b) Received and accepted an interconnection feasibilty study for this Facility, and
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c) Seller acknowledges responsibility for all interconnection costs and any costs
associated with acquiring adequate fir transmission capacity to enable the project
to be classified as an Idaho Power firm network resource. If final interconnection
or transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understands and accepts that Damages and Liquidated
Damages associated with the project's failure to achieve the Operation Date by the
Scheduled Operation Date as specified in this Agreement is not relieved by final
interconnection or transmission processes and schedules.
5.8 Within thirty (30) days of the date of a final non-appealable order as specified in Aricle XXI approving
this Agreement, the Seller shall post liquid securty ("Delay Security") in a form as described in
Appendix D equal to or exceeding the amount calculated in pargraph 5.8.1. Failure to post this Delay
Security in the time specified above wil be a Material Breach of this Agreement and Idaho Power may
terminate this Agreement.
5.8.1 Delay Security - Forty-five ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
5.8.1.1 In the event (a) Seller provides Idao Power with certification that 1) a generation
interconnection agreement specifying a schedule that wil enable this Facility 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 terms and
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
paragraph 5.8.1.1 and subsequently 1) at Seller's request, the generation interconnection
agreement specified in pargraph 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
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maintain compliance with the generation interconnection agreement, the full amount of
the Delay Securty as calculated in paragraph 5.8.1 wil be subject to reinstatement and
wil be due and owing within five (5) business days from the date Idaho Power requests
reinstatement. Failure to timely reinstate the Delay Security wil be a Material Breach
of this Agreement.
5.8.2 Idao Power shall release any remaining securty posted hereunder after all calculated Delay Damages
and/or Delay Liquidated Damages are paid in full to Idaho Power and the earlier of 1) Thiry (30) days
after the Operation Date has been achieved, or 2) Sixty (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, Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idao Power at
the Point of Delivery. At no time wil the total amount of Net Energy produced by the Facilty 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 hourly Net Energy amounts equal to the
Hourly Energy Production amounts specified in Appendix E.
6.2.1 Adjustment of Hourly Energy Production amounts - If 1) Idao Power is excused from
accepting the Seller's Net Energy as specified in paragraph 12.2.1, or 2) a Declared Suspension
of Energy Deliveries is initiated by the Seller and accepted by Idaho Power, the Hourly Energy
Production amount as specified in Appendix E for the specific hour in which the reduced Net
Energy deliveries occurs wil be reduced by the level of Net Energy reduction.
Example 1 - The Hourly Energy Production amount specified in Appendix E for
Januar, hour 8 is 20 MW, if Idaho Power requests a reduction in the Facility's
output of 50% for that hour, the 20 MW Hourly Energy Production amount for just
that specific hour wil be reduced to 10 MW.
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Example 2 - The Hourly Energy Production amount specified in Appendix E for
Januar, hour 8 is 20 MW. If Declared Suspension of Energy Deliveries is intiated
by the Seller and accepted by Idaho Power that results in total shutdown of the
Facility, the Hourly Energy Production wil be reduced to 0 MW for this hour and
any other hours in which the Declared Suspension of Energy Deliveries is in effect.
This adjusted Hourly Energy Production amount wil be used in applicable Surplus Energy
calculations and performance calculations for only the specific hour in which Idaho Power was
excused from accepting the Seller's Net Energy or the Declared Suspension of Energy
Deliveries is in effect.
6.3 Beginnng with the first day of the seventh (7th) month after the Operation Date, unless excused by an
event of Force Majeure, a Forced Outage, or as Scheduled Maintenance, Seller delivers hourly Net
Energy to Idaho Power that exceeds plus or minus 10% of the Hourly Energy Production amounts
specified in Appendix E for more than 1) Ten (10) consecutive hours, or 2) Seventy two (72) hour in
anyone calendar month the applicable energy price per MWh shall be reduced by fifteen percent (15%)
for all Net Energy and Surplus Energy delivered to Idaho Power for all hours beginng with the first
hour after either of these criteria has been met and the reduced energy payments rate shall stay in effect
a period of seven (7) days.
6.3.1 If durig this seven (7) day period, either of these criteria are again met, a new seven (7) day
period of reduced energy payments wil begin with the first hour after the criteria has been met.
6.4 Unless excused by an event of Force Majeure, Forced Outage, or Scheduled Maintenance Seller's
failure to deliver 30,000 MWh in any Contract Year shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Heavy Load Energy accepted by Idaho Power, Idaho Power wil
pay the non-Ievelized Heavy Load Purchase Price as specified in Appendix F.
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7.2 Holiday Standard Purchase Price - For all Holiday Standard Energy accepted by Idaho Power, Idaho
Power wil pay the non-Ievelized Holiday Standard Purchase Price as specified in Appendix F.
7.3 Light Load Energy Price - The Seller does not intend to produce and deliver any Light Load Energy to
Idaho Power. Any Light Load Energy produced by the Seller and delivered to Idaho Power may 1) be
accepted by Idaho Power at no cost to Idaho Power, or 2) Idaho Power may curail all Light Load
Energy deliveries with no notice provided to the Seller, or 3) the Seller and Idaho Power may mutually
agree to terms and conditions of Light Load Energy deliveries prior to the delivery of Light Load
Energy. The mutual agreement wil specify at minimum the pricing, hours and quantity of Light Load
Energy to be delivered to Idaho Power.
7.3.1 The Pary requesting Light Load Energy deliveries shall provide written notification to the other
Party durig Business Hour. This notification shall include desired hours of energy deliveries
and proposed energy price, the other pary shall then respond withi a reasonable period of time
durng Business Hours.
7.3.2 Upon mutual agreement, the requesting Party shall provide a written document authorized and
executed by an appropriate representative. This document must include the mutually agreed
upon pricing, hours of delivery and other required ters and conditions. The other Pary shall
then within a reasonable time, review and execute the provided documentation if the conditions
are acceptable.
7.3.3 Only after the written document has been executed by both Paries shall an exception to Light
Load Energy deliveries as specified in paragraph 7.3 exist.
7.4 Surlus Energy Price - For all Surlus Energy, Idaho Power shall pay to the Seller the lower of the
current month's Market Energy Reference Price or eighty-five percent (85%) of the Holiday Standard
Purchase Price.
7.5 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power wil be
disbursed to the Seller withn thiry (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.
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7.6 Continuing Jurisdiction of the Commssion - 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. Idaho Public Utilties Commssion and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idao Public Utilities Commission, 107 Idaho 1122, 695 P.2d 1 261
(1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925, 729 P.2d 400 (1986), Section 210
of the Public Utilties Regulatory Policies Act of 1978 and 18 CFR §292.303-308.
ARTICLE VII: ENVIRONMENTAL ATTRIUTES
8.1 Environmental Attributes. Idaho Power wil be granted ownership of fifty percent (50%) of all of the
Environmental Attbutes associated with the Facility and Seller wil likewise retain fifty percent (50%)
ownership of all of the Environmental Attributes associated with the Facilty. Title of fifty percent
(50%) of the Environmental Attributes shall pass to Idaho Power at the same time that transfer of title of
the associated Test Energy or Net Energy to Idaho Power occurs. If after the Effective Date any
additional Envionmental Attrbutes or similar environmental value is created by legislation, regulation,
or any other action, including but not limited to, carbon credits and carbon offsets, Idao Power shall be
granted ownership of fifty percent (50%) of these additional Environmental Attributes or environmental
values that are associated with the Surplus Energy or the Net Energy delivered by the Seller to Idaho
Power. Seller shall use prudent and commercially reasonable efforts to ensure that any operations of the
Facilty do not jeopardize the curent or future Environmental Attribute status of this generation
Facility.
8.2 The Paries shall cooperate to ensure that all Environmental Attribute certifications, rights and reporting
requirements are completed by the responsible Paries.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Paries shall mutually cooperate to
enable Idaho Power's Environmental Attributes from this Facility to be placed into Idaho
Power's Western Renewable Energy Generation Information System ("WREGIS") account or
any other Environment Attribute accounting and tracking system selected by Idaho Power. The
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Seller at the Seller's sole expense wil be responsible to establish and maintain the Seller's
WREGIS or other Environmental Attribute account and/or system that enables the creation of
the Environmental Attribute certificates associated with this Facility and the transfer of fifty
percent (50%) of the Environmental Attrbutes to Idaho Power for the Term of this Agreement.
If the Environmental Attribute accounting and tracking system initially selected by Idaho Power
is materially altered or discontinued during the Term of this Agreement, the Parties shall
cooperate to identify an appropriate alternative Envionmental Attribute accounting and
tracking process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or under
any applicable program the fifty percent (50%) of the Environmental Attrbutes that such pary
owns and shall refrain from reporting the Environmental Attributes owned by the other Pary.
8.2.3 IfIdaho Power requests additional Envionmental Attribute certifications beyond what is provided by
the WREGIS process, the Seller shall obtain any Environmental Attribute certifications required by
Idaho Power for those Environmental Attributes delivered to Idaho Power from the Seller. If the Seller
incurs cost as a result of Idaho Power's request, Seller shall invoice Idaho Power for the reasonable
costs, not to exceed fifty percent (50%) of the total cost of providing such certification. If Idaho Power
elects to obtain its own certifications, then Seller shall fully cooperate with Idaho Power in obtainng
such certification.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facilty - 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 to the Idaho Power Point of Delivery for the full term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities wil be in accordance with Schedule 72, the Generation Interconnection
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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, includig 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: METERIG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintain Meterg
Equipment to be located at a mutually agreed upon location to record and measure power flows to Idaho
Power in accordance with this Agreement and Schedule 72. The Meterng Equipment will be at the
location and the type required to measure, record and report the Facility's Net Energy, Station Use and
maximum energy deliveries (kW) at the Point of Delivery on an hourly bases and in a maner 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.
10.2 Telemetry - Idaho Power wil install, operate and maintain at Seller's expense communications and
telemetry equipment which wil be capable of providing Idao Power with continuous instantaeous
telemetry of Seller's Net Energy produced and delivered to the Idaho Power Point of Delivery to Idao
Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
11.1 Maintenace of Records - Seller shall maintain at the Facility or such other location mutually acceptable
to the Paries adequate hourly generation, Net Energy, Station Use, 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 hours, to inspect and audit any or all generation, Net Energy, Station Use, and maximum
generation (kW) records pertaining to the Seller's Facilty.
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ARTICLE XII: OPERATIONS
12 .1 Communications - Idaho Power and the Seller shall maintain appropriate operting communications
through Idaho Power's Designated Dispatch Facility in accordance 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 which would have
otherwise been produced by the Facilty and delivered by the Seller to the Point of Delivery, if it
is prevented from doing so by an event of Force Majeure, Forced Outage, scheduled outage or
temporary disconnection of the Facilty in accordance with Schedule 72. If, for reasons other
than an event of Force Majeure, a tempora 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 amounts equal to the applicable Hourly
Energy Production amounts specified in Appendix E contingent to the Seller providing evidence
that Seller's facility and fuel supply was ready and able to deliver the specified Hourly Energy
Production amounts except for Idaho Power's inabilty to receive the Seller's energy. Idaho
Power wil notify Seller when the interrption, curailment or reduction is terminated.
12.2.2 If, in the reasonable opinon ofIdaho 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 Power may temporarly disconnect the Facilty from Idaho
Power's transmission/distribution system as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy 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 Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's daages shall be limited to only the value of the
estimated energy that Idaho Power was unable to accept. Idaho Power wil have no
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responsibilty to pay for any other costs, lost revenue or consequential damages the Facility may
incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facilty experiences a Seller caused Forced Outage, Seller may, after giving
notice as provided in paragraph 12.3.2 below, temporarly suspend all deliveries of Net Energy
to Idao Power from the Facility or from individual generation unites) withi the Facility
impacted by the Forced Outage for a period of not less than forty eight (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 paragraph 12.3.2 and wil 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 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 Facilty by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries wil be at the earliest the next
full hour after makng telephone contact with Idaho Power. The Seller wil, within twenty four
(24) hours after the telephone contact, provide Idaho Power a written notice in accordace with
Aricle XXV that wil 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 wil review the documentation
provided by the Seller to deterine Idaho Power's acceptance of the described Forced Outage
as qualifying 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
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of the Seller's Facility.
12.4 Scheduled Maintenance - On or before Janua 31 st of each calenda year, Seller shall submit a written
proposed maintenance schedule of significant Facilty maintenance for that calendar year and Idaho
Power and Seller shall mutually agree as to the acceptabilty of the proposed schedule. The Paries
determination as to the acceptabilty of the Seller's timetable for scheduled maintenance wil take into
consideration Prudent Electrical Practices, Idao Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance 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 electrcal system,
and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior to
interrption, curtailment, or reduction of electrical energy deliveries to Idao Power.
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnify the other Pary, its officers,
agents, affliates, subsidiares, parent company and employees against all loss, damage, expense and
liabilty to third persons for injur to or death of person or injury to property, proximately caused by the
indemnifying Party's (a) construction, ownership, operation or maintenance of, or by failure of, any of
such Pary's works or facilities used in connection with this Agreement, or (b) negligent or intentional
acts, errors or omissions. The indemnifying Party shall, on the other Pary's request, defend any suit
asserting a claim covered by this indemnity. The indemnifyg Party shall pay all documented costs,
including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carr the following
insurance coverage:
13.2.1 Comprehensive General Liabilty Insurance for both bodily injur and property damage with
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limts equal to $1,000,000, each occurence, combined single limit. The deductible for such
insurance shall be consistent with curent Insurance Industry Utilty 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:
(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 annually
thereafter, Seller shall furnsh Idaho Power a certificate of insurance, together with the endorsements
required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by paragrph
13.3 shall lapse for any reason, Seller wil immediately notify Idaho Power in wrting. The notice wil
advise Idaho Power of the specific reason for the lapse and the steps Seller is tang 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.
ARTICLEXN: FORCEMAJEUR
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 due diligence, 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, or changes in law or regulation occurrng 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. Force Majeure does not include disruptions or
curailment of the Facility's fuel supply that are the result of actions or inactions by the fuel supplier or
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changes in law or regulation occurng after the effective date. If either Pary is rendered wholly or in
par 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 Pary shall, as soon as is reasonably possible after the occurence
of the Force Majeure, give the other Party written notice describing the pariculars of
the occurence.
(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 occurence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liability - 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 Pary to this Agreement. Neither
party shall be liable to the other for any indirect, special, consequential, nor punitive damages, except as
expressly authorized by this Agreement. Consequential damages wil include, but not be limited to, the
value of Environmental Attributes and any adverse impact to the fuel supply or the fuel supply due to
the inabilty of Idaho Power to accept energy from the Facility.
15.2 Dedication - No underting by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Pary'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.
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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, partnership or joint venture or impose a trust or
parnership duty, obligation or liabilty on or with regard to either Party. Each Pary shall be
individually and severally liable for its own obligations under this Agreement.
ARTICLE XVII: WANER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement or
with respect to any other matters arising in connection with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interpreted in accordance with the laws ofthe 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 Judicial District ofIdaho 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 Commission for
resolution.
19.2 Notice of Default -
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this Agreement
(an "event of default"), the non-defaulting Party shall cause notice in writing to be given to
the defaulting Party, specifying the manner in which such default occured. If the defaulting
- 24-
19.2.2
Party shall fail to cure such default within sixty (60) days after servce of such notice, or if
the defaulting Party reasonably demonstrates to the other Pary that the default can be cured
within a commercially reasonable time but not withi such sixty (60) day period and then
fails to dilgently pursue such cure, then, the non-defaulting 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 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be cured
as expeditiously as possible following occurence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller wil provide Idaho Power with the following:
19.3.1
19.3.2
19.3.3
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; and
Engineer's Cerifications - 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 Idaho, which Certification 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 - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this Agreement. In
addition, Seller wil supply Idaho Power with copies of any new or additional permits or
licenses. At least every fifth 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 paragraph 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.
- 25-
ARTæLE XX: GOVERNENTAL AUTHOIDATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over either
Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 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 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
Party shall become effective without the written consent of both Paries being first obtained. Such
consent shall not be unreasonably withheld. Notwithstanding the foregoing, any pary which Idao
Power may consolidate, or into which it may merge, or to which it may conveyor transfer substantially
all of its electric utility assets, shall automatically, without further act, and without need of consent or
approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under this
Agreement. This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contract. Idaho Power shall have the right
to be notified by the financing entity that it is exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in wrting and signed by both Paries and
subsequently approved by the Commission.
ARTICLEXXN: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other governental charges which, if failed to be
- 26-
paid when due, could result in a lien upon the Facilty or the Interconnection Facilties.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be considered delivered
when faxed, e-mailed and confired with deposit in the u.s. Mail, first.class, postage prepaid, as
follows:
To Seller:
Original document to:
Dynamis Energy, LLC
C. Lloyd Mahaffey, CEO
776 E. Riverside Drve, Suite 150
Eagle, ID 83616
Telephone: [phone]FAX: [phone]
E-mail: Lloyd§dynamisenergy.com
Copy of document to:
Dynamis Energy, LLC
Wade D. Thomas, General Counsel
776 E. Riverside Drive, Suite 150
Eagle, ID 83616
Telephone: [phone]
FAX: [phone]
E-mail: wthomas§dynamisenergy.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email: Lgrow§idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: rallphin§idahopower.com
- 27-
Either Pary may change the contact person and/or address information listed above, by providing written notice
from an authorized person representing the Party.
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
AppendixE
AppendixF
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Hourly Energy Production
Monthly Energy Prices
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty 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 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.
- 28-
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concering the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements between the Paries concerng the
subject matter hereof.
IN WITSS WHEREOF, The Paries hereto have caused this Agreement to be executed in
their respective names on the dates set forth below:
Idao Power Company Dynamis Energy, LLC
By
(/ls) (J bYtLisa A Grow
Sr. Vice President, Power Supply
By ~
C. Lloyd Mahaffey
Chairman and CEO
Dated
i l \\p. U Dated / I /Ji. Itti '
"Seller""Idaho Power"
- 29-
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 measuring
the Facilty's total energy production and Station Usage delivered to Idaho 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. Ths document shall be the document to enable Idaho 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:
- 30-
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address
ZipCity
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)
i
2
3
4
5
6
7
State
Facilty
Output
Station
Usage
*Reason
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 of the
above month and that the switching record is accurate
and complete as requied by the Firm Energy Sales
Agreement to which I am a Party.
Signature
- 31-
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power wil use the provided Metering and Telemetry equipment and processes to collect the
meter reading information from the Idaho Power provided Meterig Equipment that measures the Net Energy
and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of the last day of
the month.
The meter information collected wil include but not be limited to hourly 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 Facility 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 current day
· Estimated Generation for the next day
Planed 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 coming back online
- 32-
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Name:
Telephone Number:
- 33-
APPENDIXB
FACILITY AN POINT OF DELNERY
Project Name: Dynamis Ada County Landfill Project
Project Number: 21615400
B-1 DESCRIPTION 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 Facility is a waste-to-energy system that thermally converts waste into heat, which heats a steam
boiler (approximate capacity is 220,000 pph) that in turn drves a 23 MW nameplate capacity steam
turbine. The facility wil employ a power limiter to limit Net Energy output to 22 MW.
Var Capability (Both leading and lagging) Leading is 1.0 pf, Lagging is 0.95 at the Point of
Interconnection (POI) with the generator rated 0.97 pf leading, 0.85 pf lagging while connected to the
utilty. When the generator is not on-line with the utilty the auxiliary load power factor may range
from 0.80 pf leading to 1.0 pf lagging. Leading power factor for the generation plant is defined as V AR
flow into the plant (import V ARs) and lagging power factor is V AR flow out of the plant (export V ARs)
as measured at the POI.
B-2 LOCATION OF FACILITY
Near: Ada County Landfill
Section: 12, Township: 4N, Range IE and 2E, Ada County.
GPS Coordinates: 430 42' 20" N; 1160 16' 26" W
Description of Interconnection Location: Idaho Power's Boise Bench - Emmett - Ustick 138 kV line
serves the interconnection area. The 138 kV in-and-out extension wil be approximately 0.5 miles in
length and wil tap the existing transmission system between Dry Creek Junction and Gar substation.
Interconnection wil require a new 138 kV class substation at the Facility site.
- 34-
Nearest Idaho Power Substation: Gar substation
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected October 15, 2013 as the Scheduled First Energy Date.
Seller has selected Februar 15, 2014 as the Scheduled Operation Date. In making these selections,
Seller recognizes that adequate testing of the Facility and completion of all requirements in paragrph
5.2 of this Agreement must be completed prior to the project being granted an Operation Date.
B-4 MAXIM CAPACITY AMOUN:
This value wil be 22 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 Facility to the Idaho Power electrcal system at any moment in time.
B-5 POIN OF DELNERY
"Point of Delivery" means, unless otherwise agreed by both Paries, the point where the Facility's
energy is delivered to the Idao Power electrical system. Schedule 72 wil determine the specific Point
of Delivery for this Facilty. The Point of Delivery identified by Schedule 72 wil become an integral
part of this Agreement.
B-6 LOSSES
If the Idaho Power Meterg Equipment is capable of measurng the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses wil be calculated for this
Facilty. If the Idaho Power Metering Equipment is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrcal system at the Point of Delivery, a Losses calculation wil be
established to measure the energy losses (kWh) between the Seller's Facility and the Point of Delivery.
This loss calculation wil be initially set at 2% of the kWh energy production recorded on the Facility
generation Metering Equipment. At such time as Seller provides Idao 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 wil configue a
- 35-
revised loss calculation formula to be agreed to by both paries and used to calculate the kWh Losses for
the remaining term of the Agreement. If at any time durng the term of this Agreement, Idao Power
determines that the loss calculation does not correctly reflect the actual kWh losses attrbuted 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.
B-7 METERIG AND TELEMETRY
Schedule 72 wil determine the specific meterig and telemetry requirements for this Facilty. At the
minimum the Meterng 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 wil include but not be limted to equipment specifications,
equipment location, Idao Power provided equipment, Seller provided equipment, and all costs
associated with the equipment, design and installation of the Idaho Power provided equipment. Seller
wil arrange for and make available at Seller's cost communcation circuit(s) compatible with 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 Facility's
energy production. Idaho Power provided equipment wil be owned and maintained by Idao 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 wil be in accordace with Schedule
72 and the total metering 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 Network Resource
Designation ("NR") application has been accepted by Idaho Power's delivery business unit. Federa
Energy Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the NR.
Because much of the information Idaho Power needs to prepare the NR is specific to the Seller's
Facilty, Idaho Power's abilty to fie the NR in a timely maner is contingent upon timely receipt of
- 36-
the required .information from the Seller. Prior to Idaho Power beginng the process to enable Idaho
Power to submit a request for NR status for this Facilty, the Seller shall have completed all
requirements as specified in Paragraph 5.7 of this Agreement. Seller's failure to provide complete
and accurate information in a timely manner can significantly impact Idaho Power's abilty and
cost to attain the NRD designation for the Seller's Facility and the Seller shall bear the costs of
any of these delays that are a result of any action or inaction by the Seller.
- 37-
APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good stading in the State ofIdaho.
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 is hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Rage , Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnsh electrical energy to
Idaho Power for a year period.
6. That Engineer has substantial experence in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and Maintenance
("O&M") for this Project and it is his professional opinion that, provided said Project has been designed and
built to appropriate standards, adherence to said O&M Policy wil result in the Project's producing at or near the
design electrical output, efficiency and plant factor for a fifteen (15) year period.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
- 38-
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
- 39-
APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned , on behalf of hiself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to
the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standig in the State ofIdaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between Idaho
Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and this
Statement is identified as IPCo Facility No. and hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Merdian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrical 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.
- 40-
8. That Engineer has made a physical inspection of said Project, its operations and maintenance records
since the last previous cerified inspection. It is Engineer'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 remainng
years of the Agreement.
9. That Engineer recognizes that Idao Power, in accordace with paragraph 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, true and accurate t~ the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stap)
Date
- 41-
APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of hiself and
hereinafter collectively referred to as "Engineer", hereby states and certifies to
Idaho Power as follows:
1.
2.
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated ~
3.That the cogeneration or small power production project, which is the subject of the Agreement
and this Statement, is identified as IPCo Facility No and is hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as the
Section _ Township Range , Boise Meridian,
Project, is located in
County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to fuish electrical
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, including
the civil work, electrical work, generating equipment, prime mover conveyance system, Seller fuished
Interconnection Facilities and other Project facilities and equipment.
- 42-
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
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 perod.
11.That Engineer recognizes that Idaho Power, in accordace with paragraph 5.2 of the Agreement,
in interconnecting the Project with its system, is relying on Engineer's representations and opinons contained in
this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best of
his knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
- 43-
APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instruments such as Cash
Escrow Security, Guarantee or Letter of Credit as those terms are derined below or other forms ofliquid
financial security that would provide readily available cash to Idaho Power to satisfy the Delay Securty
requirement within this Agreement.
For the purose of this Appendix D, the term "Credit Requirements" shall mean acceptable financial
creditworthiness of the entity providing the security instrument in relation to the term of the obligation
in the reasonable judgment ofIdaho Power, provided that any guarantee and/or letter of credit issued by
any other entity with a short-term or long-term investment grade credit rating by Standard & Poor's
Corporation or Moody's Investor Servces, Inc. shall be deemed to have acceptable financial
creditworthiness.
1. Cash Escrow Security - Seller shall deposit fuds in an escrow account established by the Seller in
a banng institution acceptable to both Parties equal to the Delay Security.
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the
Delay Securty: (a) a guaranty from a party that satisfies the Credit Requirements, in a form
acceptable to Idaho Power at its discretion, or (b) a Letter of Credit in a form acceptable to Idaho
Power, in favor of Idaho Power. The Letter of Credit wil be issued by a financial institution
acceptable to both parties.
- 44-
Hour
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
Daily
APPENDIXE
HOURY ENERGY PRODUCTION
This table is a list of hourly energy amounts (measured in MWs) for each hour of a twenty-four (24) hour period
in each month that wil be applied to all days of the month.
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
(MW)(MW)(MW)(MW)(MW)(MW)(MW)(MW)(MW)(MW)(MW)(MW)
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
20 20 20 20 20 20 20 20 20 20 20 20
0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0
320 320 320 320 320 320 320 320 320 320 320 320
- 45-
APPENDIXF
MONTHLY PURCHASE PRICES
Mils per Kwh
MonthlYear Heavy Load Purchase Price Holiday Standard Purchase Price
..mAari::1? .......m.............__...._....._ $.e4. 27.m..............m..____ .......................................................... .....$.S1.:Q5..._._.._
.....Fe!?::1? ..................................m......... $85. !.e........___________._.m_ ...........$.S1.:Q~ .....__
ryar::1?._..._ ..........m.............. $81 . 15m........m......____.Ee_:.ee____ .
Apr -12 ...m.m.........................l?e:?9..._ ....m.................._m.__m._..m.l?~:~?__ ........m............................................_._..
MaY::J.? .......................................m.lee:?Q_.__$.e~:~e..................................m..
Jun::1?.....___.._..._...._ .......$..?1. 77.m...........mm..................$.e4:?n ...m..........................
.....m..~~1::1? $83.55 ........_.__.._...m_m..__.l!..?:?9 ............__...__ ..................._.....
_._A~g::1?m........m.....m.................$.a?&~_................m.....m._.___.m.......___...$.a1..:.?e_
......Sep::1? .......______....... $90.25................................____. ...................mm____.__ .......$.S?:S1
Oct-12 ....m____.le4:?? ................................________ $81.19___.m.
Nay::1?_.....m..m.._ ...........................$.a?:.n9_ ..................................................................................m.___..$.S4:e? ........................_......
.........PeG::1..?..................m.._ ......$.Se:ee.. ...................................................... .........._$.S?:~9
...........~ari::1~......__....m.._ ...........$.S6 :1J...m_ ............_...m.........._ .m_....._..____~_e?:9.1.m.......
.....fe!?::1~................................m....... ....$.e.?:?S.mm............_ ..... .... ......................... $.e~:?Jm.___
fiar::1~..........................._m.m...m......... $83.1e....... ......... ..$.?e:4? ........................................_.........___.............
Apr -1.;3 ......................................................................................l?S.:~a...m....... ................_....._.._..m......m..m.m...$.?~. 02
MaY::.1~.m.m..................................................... $.?1:.?1.....m... .m....m.. ............m~64.51 m........................_..__
JlJri::1~m......... $73:e~...................................m............_ ..........le?:ea ......................................._......_
~~1::.1~.............._...._........ $85.:4 7.............m.m.... ..............................................._..m...............l?e_A.9..
A~g::1~ ....$.ee:e1........................_ ..m.......... ............m...... .........$.S~_:_36 ...............mm........_m....._..
.....Sep::1~ .....le1.:?e......_....._.__ ..mm._ ..............................$.S?:4?......... ..........................................
Oct-1.~m......_ $83.94 ..........m.................................................................._ .....$.SQ:?e_.. ....m.m.......... .....m....
Nay::1~......m.................._ .....m..$.ea:ee...._ ...m............._........._.....$.S4:.49.......__
Dec::1..~................m.....................$.ea:ee.. ........_....m..m.. .... .... .........................__....... ...... ............$.Se.:...4.....
.....~ari::1.4......_._ .................................................. $a?:?e.................. ................................................................................._ .........$.e?:ee
....Fe!?:J4................m.m.............m...........$.ee .40.m._ ........................ ... .... ... .... . .. m...... ....$.e4..:a? ..........m....... ....m.............m.........
. Mar::14..._ . $a?:e9... ...... ..... ... ... ...... .... ........ ....$.a1: 1?_
....Apr::14. ...........................m....._.. $80. 92m........m........ $.??:.?e............ ................mm......
MaY::14 $7?:a9m.. .m....._ ............_......_.... ................... ............................lee:.9.1. .............................................................
..................~.~.ri::1.4....................................m......~?e.:.1.?..........m.m......................................................_..._..........._m.......lee.:?7 ............. .........m.......
............~.~.!::.14 ................................m.. $87.08 .........................................._ .........m..........$.S1..:.1J__ ...... ....._m...._...__
............_.A.~g::14. .........................mm. .............................$.e.1:ee........_...._ ............................................m......_.... ..........$.~:e.e_ .m....................m............m.
..............S_ep::14..._ ......m................................$.e4:4.1m.._..._ .................................................... $86.47 .......m......
- 46-
..QGt:14... ...................................... $85.99 ............................... .................. ............le?-:JQ..._._.
No'l::14.................. ............................$ee:e.1.............................................................................$S~:~?-......._....
Dec-14.................... ~eQ:?-.1............................................ ....~S~.23
..................~.an.:.~ 5 $88.S.!.................................. ....................................................................H.H....H .......................ssS.~.Q.4........... ...............................................
....E.e~::1S............... .........~e1..:.Q6.......... ............._....~SS:.~.4................._.
~.aE:1?.......................................... $87.Q~......... ................. .............~80.82......._............
..f~pr::t? $8Q:1~.................................._.. .....~??.:.e.4....................._..........
May:.1..? $72.e~................._. ............................... $66.?-.1.. .............
...~~n:1S.... ................................... $76.86 ........................... ..........~e~.??.................. ..................._......
Jul:1S........... .............................................$? 7. 78..._..._.... ......................................................................................1e.1:~:1...... .. ...... .......
.....A~g:1.?.................. $.e?-.:4~............_... .......... ......1eS:.SS._.... ......................_
......Sep:1..?............. $98.ee................. .....1e!:~.Q._.....
.......Q~t:.1..S.... ......................................................... $89. S.4........................ ...........................................__..................._..._............. ........................~s~..~.~.Q............_......_....... ..............................................._.......
NQY:1? .................................... $92.80 ...mm.......... .....~se.Qe..............
Dec-15 $~Q.:!.4.......................... ...m........ ...........~s?.:.~.1...m...............
..................~.a.n.:.1..e................................... ............................................... $8a.:.~~................ ...........................................................................__............ $84.47.................................._ .........................._........
E.e~::1.e................ $90. 76........m....... .... ..................$esJe................. ..
.........~ar:1e. m.m........................ ...........lee:e9....._.............~S1:?-e............_
Apr-1e. ................................. $80:?.~m.........m_... ......................................................................................................$77.2a.........................
......~.ClY:.1.e ...m. .......................... $73. 73 ..........................................................$eT:9e..... ...m...._ ..........................
................~y.n:1 e...m.. ....................................... $?!..:.Q?........ .................................................le.e:?-?_...._....
Ju 1-16..................................................~S!:e4................................ Je?-:~?....... .......m..........m
....!~g:1e.. ............................m. .... $9~.:e4......_................... ....... .....m........ ....~ee:.?1.. m.m................._......
ae-P.:1e.. .......m........mm.................. $99.:?-?............ ...................1eZ:?-e......m......
...Qçt:1e.............. .........m.. $87.:.S?mm. .m......._.m.............$S?-:35...... ........._.......
Nay::.16 ..m.m........ $e?:~4... ............... ............................................$Ss:4? ........................................................_..
...Peç:1e......_..~e1J~........_.....................~SL?e... ..........................
.........~an=1?...m........ ...................................$~Q:~1 .....m....................m.m.............mm..._. ............................$Se.:94.....................m......
E.e~:1.!......m~e~:Qe... ....._$Se:e4._...
......~ar=1.!........ .........lee. 74 ................m....................... .............m.m.............~S4. 13
..................Apr-17............................................. $8:~.:.~.e.........._..... .................................................................... ........s.??~..1.a .................................
.........M.§!y::.1...? ......................................................................_........ $76.57 ..............................................................................._._....... ...s~e..~.Q.? ............................. .
.~':n:1.7..........m.................... $ 79:1.1.......m.... ...........m .. ............... .~!1.:e? ..... ................_.........
~~1.:1..!........... $90.6D......................m.... ........................................................................... ......................Se?-:~4... ..............._..
A~g::.E ......................m.. $.eS.:.~1....... ........................................ ....... $87.95........................................
Sep-17 ............................m.m........ $98. 7()m.............................................. ......... ........m............. ~e!:?.4..........m._.
. Qçt:E............._........ ......m... $89.78 .......... ...................................le4:.~ .........................._.................
.......NQY::E.............................................m... $9S:~4..............................m.............................. .....m.......~e1..:.1.~ .....................................m...........
Dec-1 7 ..............................................let:ee..................m..........................................................m. ...................m.........~8.e:41.........m......._..
Jan:1e.m... $e1:~~.. .................................. ........................................................................................................$S!:e4...................
..............Fe~::.~..s ...mm...............................m..$.~4:9?............. ................................. ...................................................................... .....~se:e~
..................M.a.r.::.1...a............................ ..............................._........ $8~.~.~.e................................................ ....................................................................................................._... .....s.as..~.e.e ........................................ .
Apr.:.1S ..........................................................................................$e~:S4.. ...m....m...... ............................................................................................$78.11..................................................................
- 47-
......M.ay::1e ..................................... $76. 11.........................................................1?Q:?e.............................
J u n-18 ............................. ............1?~.:~~.. ............_..........E.~.:.~.e.................... ....._.........~~.I.::1.a $91.17.......... $84.38.............
......A~g::~.a ...................................~ea:?~....... ............................................. ........................................... $90.33 ...................._
Sep-18 $.19Q:e9.................. ................................................................1eQ.:ae. ..........._.._
....Qc;t::~a............. $93.85 .............1e?:Je....................
........N9Y.:~.e.........................$96.44 ................... ......................................................~~~:?4........
..pec;:~e....... ................~e~:eO ............................. ...........................................................................~~~:9~ .............._.__........
..~an:~e................................ .... $93.80 .................................................~a~:ee....._................
Fe~::1e............... ...1ee.:?.?.. ......................... sae:ae..............
..................~.~.r.:.1...e..................................................._..M........... .....................~.eQ.:.4.4..._..._...........~ .................................................... $84.85 .........._...................H..._.......H
ARr -19...........................................~e4.:.e!3 ..............leQ.:.Q9............................ ......_......_.....
.........May::1..~ $?.?.!?9..........................1?..:Q1._........ ..... .... ..... .........._.
..................~.~n::~e.. ............... ..lSO.42 ..................... .....~?~:!9 ............
~~.1::1~..........~e?:4?............ ...........$ae:.1.e.... ................................._
......A~g::1e... ......................~ea.:.a!?....... .................................... .................~~~:e9_._..... ........
.......Sep::1e.........~1.9?:a?. ................ ......................... ..~~~::4a ...___......... .....
........Qc;t:.1e.... ...............se?:4e........ ............................................ ......~a?:~.e.. ....
NC?y.::1~..... ....... $96.50 ........................._ .......~e?A~...............
Pec;:1.e............_......... $95.86 ...... ...................... ........................... ...........~~?A4 .................................
J.an:?Q....... .......................... $e?:aa.............................................................................................................~eQ:e1... .._........... .
.......Fe~::?9. ..............................~e.7:ea.......................... $92.99... ...........................
..M.ar-20 ........._.... $91..:.e~....... ....................................leT:4e.... ................._....
Apr -20........... $86.60.............. .... . ......... ....... .....1e~:.~e_............._
M.ay::.?Q........ $79.Q4.............................................. .........1?4.37 ...............
~~n:?Q.............. .............. ~e~:?~........................... ................................._ ................................1?e:9?... ..............................................
....~~I::?Q.............~.e4.:.?4.. ............................._..~a~:9~. ...................................._
..........A~g:?9 ...........~e~:a4...................... ............... $93.96 .............................
_..Sep:?9 ...........l194:J!?....... ...... .......... ....~~~:Q4 .........
................Qc;t:?O'................ ........................................ $92.93 ............................ ..... ...........................~eT:9e.............._
N9Y.:?Q.......................................................... $9a:4?............................... ....................................................................le~§1 .....................................
...P'ec;:?9...... .................................. S.e?J e............................... ...............le.4.:41 ........................._.
...~an:?1.................... .............................................................~e?:.ee.............. .................................~e?A9..... ................................................._...
.Fe~::?1 ................................. ............................................. SeT:44............................................................ .............................~~~:ee ...........................................................
.....Mar:?1............................ ...........................~e?51... ..........................................................~aa:~?.
..................Apr:?1 $86.60 ..................................................... .............................................. ....~a~:9?... ..................
............M.ay::?1. ................................E~:.O.~........................... ................... .............................................. $73.9~.......
~lJn::?1................................................................. $83.S.?..................................... .............................................. ..................~?!.:ee ..._._
~~I::?~. ............................................................................ .....~e4:?e............. ...............................................................~ae:1? ..... ......... ... ..... .............._..........
........A~g::?1...... ......................~19Q.:.e9.............................. $94.2a............................................................... ...................
..............Sep::?1 ................................................ $1 94.:!?e......................... .................................................. $94. 78.................................. ....................._
..................Qc;t:?1............................ ............................~eT:4!?................. ................................ ........ ...........~~~:!??.... ................................
Nov-21 $1QQ:ee.......... ................ ...~~?:.9....................................
- 48-
Qea.:?.1 .......m....... $97 .11.m.......... ................m........................... .m.......ml~4.1 O........................m..........................
..~an:??. ..................m.m.... ....m.......... $96.68 ..m.......................m..................l~4:Z.4 ..m..............................................
.....Fe~:??.mm........... .......l~a:~~..........m.m..m.... .........................$eSJ1. ............................
.m.Mar:?2.m$~~AQ .....m.............................. .....................$e9:~aApr:??m....... $86.54$a?:ee
riay-22....m......._ ~a9:e9..........mm. ..................m.... ..m...............................................l?S:aZ...._......._._.......
...~Ll.n:??..... $84 .1~........ m.m. .........m....l?a:aa
....................~.~J=.?~..... .......................~........ $95.1 e....................................................H ............................................................................ ................._.._....~.aa..~.~.?....... ........................................_..
.................~Y.9::~.~ $.1..Q.~...~.~.s........................... ............................................................... ..................................H....... $96.:.Q.~...._.._ .........................................
S~P-22m..............ll9S:Zam..............................m_.......m...................... ...1~.S.:Q?...m.......................m.m...................
0c.t:??.................m................... $95.44m......m.............._..... .......m..................$aZ:Ql ........m...............
.N9Y..:??.................m.............. $1 Q.1...:?4.m...m.... ......m.......m......$e?:~.am........
..pea:??... .................m........ $~?:6.~m..............................m..........._ .............$es.:ea
.......~an:?~........ ................................... $.199. 73 ..m..m.......~ee:aa
......E.e.~::~.~... .................................HH ...........................................~J..9?:.I.I...................H ................................................................_..._ .......$~~.~.~.e ......................._____
Mar:?~m........ .....................................l~Z.:??.. ... ........ ............................. $92. !??........................
Apr-23........................m.....................m...... $90.94 .m......... ..........................................................................__$88.:?l...__...................
......May:?~...... ............ .............le4:ee... ...m. ....................................................................$Z?Ae ........................................_...........
Jun-23m.......... ....................$e.!:.e~.... .....m.........m............. $82.99.......
J~i=?a............. ............... ............~~e.:.!O ..........m...................... ........................$~s:.Q~. ... ........
A~g:?~...........m.... $1 06. 54................................................................. ..........l~e:4e... ..............
......,sep:?~... ....................... .$1J~:99 ....m........_ ........................ .. ~ee.:.??.......... ...............................
....Qat.:?~............ ..........m.........$l99:~~..... ..........m....m..... ...............m.m.. $91.86 ...........................Nov-23 06.81 01.81
gea:?~............... ~.191..:.ee...............m.m......... ..........................................................................................._...~ea:e.e.....
Jan:?4. ........................ $1 O?:.?~...............................................................................~~e:e.1...........mm.m_...........................Feb-24 04.92 00.43
.................tiar:?4.m................... .........m$ee:e9..........m.... .................................... $95.16.........
...........Apr:?4 ..m.............. ........~~1..:??m.. ......m.._..... ............................................................ ................$ee:ee...............
..~a.Y:?4..... .............................m.. $aS:1..?....mm. ..... ...... . ...................$Ze:4.1 ... ....... ................................
.~~n:?.4......m.m.............$ea:Q!.......................................... ...................le?:.Q9 ....................
~~1:?4.......... $100.61.......... $95.21
..A~g:?4..............$l.9a:4S.m...._$ee:?e...Sep:?4...$l1S:~~_........$l99:a4
..................Q~t.:?4............ $1 04.:~.1m.. .............................m.......... .........................$e?:.4a..
.................N9Y.:?4. ......................................... $1 O?:~4. ..........................................m.m.......mm...... ..........~ 191:?a.................Dec-24 03.93 00.20
~an.:??. $194:.?3........m...............................mm.m......... .....~.1.9?.:1a.Feb-25 07.14 02.26
tiar:?.5m...$l99:1e........_..m........~~s:?a.__..............
.............Apr:?? $~4:aQ...............m... ................................................................................. $89.13 ........m........................
tiay:?s..... $ae:e?...........~a?..:4?Jun-25 $90.82 $84.52
- 49-
J':I:??.................... .....SJ.9~:4.1.................................1~Z.:19 ......................................
...........At!9:??...... ..............S1..1 0.3a....... .................................................. $103.83........................
...SeP.:?? ..............................$118.31..............................sJ.93.:.~.~...............__ ......
Q~t:??.................. $19~:.?...._............... .... .... ...........................see.:.??...................._. .............____.
Nov-25 .......... $10e:.??. ............................ ...........................................................................S1.9~:.1.~.................................._.
..pe~:??..... ..................................... .................S19e:?S.......................................................................S192.:e!. ................................................................................Jan-26 05.29 03.81
...Fe!?::?e................ ........SJ9S:~4...............................11..9?.:~J.................
MaE::?e......_............ ...............~ 1..91:ee....__ ...........see:4.?................
APE:?e .............................s~?:1e..... ......... ..Se.1:~J.........._.__
.....iyay:?e .................SeS:?1.......................... ..........................$83.12.....
~.~n:?e.. ........ .............._ ....s~?:.~s.......1e?:.!~._........ ..
...~t!I:?e................S19~:~~..........._................._. ....................... S~!Æ?........._
...At!9::?e........ .................S1J.9:.~.~. ......._ ................................11..9~.:~e............_................ ....
..sep::?e......... ~JJs:?e_.........._......._... $104.40
..................Q~t:.2e............................. $103.57 .......................................... .............._...see:?? ........................................................
.....NaX:?e.............. .................S.1J.0:!.9.... ........................._.. ............................. $103.57 ......................._.._._
.................Q.e~.:?:.e..............H..__ ...................................................$107.23 ................................................. $104.86 .........................................................................Jan-27 07.04 04.13
Fe.!?:?!....... ............................$1 08 .84 ..............................................119e:te
Mar-27................... $19?:.?~....... .......................................................... ....ses:4.?....
....Apr:?!...... .............................. $95&e.........._.............................Se1:99 ................................ ...__...........
.iyay:?! ........... $88. 75.......... .........................................Se3.89. ........_.
~~n:?!........... $93.73.......... $86.59
...~t!I:?!........SJ94.:02 ......................s~e.:e~...................At!9::?! $112.e?....._...11.94.:e?._. .
Sep:27 ..................................................11.?9:17..... ........1194.:4.4...........................................Oct-27 08.53 02.47Nov-27 15.07 06.88Dec-27 08.05 05.52Jan-28 08.72 06.78
Feb-28 $11a..:.~.~................_ .................................................................................. $1..9?:..1..1................_ ...................................................................Mar-28 03.93 00.06
..............Apr:?e ....................... $9e.:.e4........... ............................................... Se1:?! ...................... .........................
...May:?e ................. $..~1:.?9..............................................................SeS:9~ ...................................... .._.._.....
...~t!.n:2.e.................1~4.:~?......... ...................................._........1~Q.:94...... ..........Jul-28 07.38 01.22
................At!9:?e............ $117.:e4................................................................. .119?:?:'.... ........................
Sep-28....................... .............S11~:.~e.............. ................................................... ........S19?:..~e....Oct-28 07.42 00.50Nov-28 15.65 09.11
DeG:?e.... ...........................................1l.9e:~e..... ...........................................SJ9eA? ............Jan-29 $110.53 $109.27
- 50-
Feb-29 12.52 07.38
Mar-29 $106:27................. $101.09..............................
...............~.Pr:?e..................lea:.e?... .... $92.44.......................
..~§..Y:.?e..._ $91.67....... $87.86......_...................._.... ...
.....~Lin.:?.e ............................... .............~ee.52....... ...~eQ:4? .................................Jul-29 08.94 01.62
...............~~g:?e.....S118.42.............................. ..........sJQe:e?.......................
.Sep::?e ........................ $121J4......................__...... ............_...~.~Qe:es...........................................
Oct-29 .................................... .......~J.oe:eJ................_..................... ~1.QJ.:.S~._............................Nov-29 14.55 06.74Dec-29 12.20 09.32
~§..n-30.......$113.04........................ ................................... .....l~JJ...:?4.................... ..................._......
..Fe~::~Q.._........J115 .09...__....... ..............~ 1 09. 7e.......................................Mar-30 ~JQa:65 .........................~l.Q.~.:~1..........................
.................~.Pr:~Q....................~1QJ.: 12 ........._....................le.4.:4J._........... ...........................
...~§..Y:.~Q ..................................le~:e~.............. ........................._... ..........................~se:e.e
..~~n:~Q............................. $98.f?J.........._................ $9?:~a............._...._.....
..........~.~I:.~Q $111.40.............._... ............................................ .............$103.8e........
...............I:\LIg:~Q........................................... $l?1J?.............. ................_._.. ........~l.12.1 s.....................
.........Se.P:~Q........... ~J?~.:97 ........................ ...................................l1.Qe:9L. ...................................................
..QGt:~Q...... .............................~J9e:.~J........_.............. ....................... $103:..UNov-30 17.18 09.13Dec-30 14.76 11.79Jan-31 15.62 14.28Feb-31 17.73 12.27
...........M§.r::~1..........................~lJJJQ.... ............................._..... ......................l~QS:f?Q
.~.Pr::~J .................... .................~lQ~:~4..... ........................................~ee:.4~.. ............. .............
.................~.§..Y:~~..... $95.61................................. .................................................................................... $91.57.............._................
........~.~.n:.31............................................ $1 aQ:7.e..... ..............................._.......~e4:~.4.. ..............Jul-31 13.93 06.17
.................!.~.g=~..1......_ ................................... .............~.1...?~.:.Q.Q.._._...H.._._ .............................................................................____..H........ $114. 71 ......................................H.......................
.Se.p::~1 .......s 126 .88 ............._... ................................................. ..... ...l1J1..:S:'............_Oct-31 11.78 06.07Nov-31 19.88 11.60Dec-31 17.40 14.34Jan-32 18.20 16.82
Feb:~?...................... .................~1.20:~.! ................................................................................................. .....l114.: 7..?.............................
............~§.r::~?....... ..................... $11..~.:.ss.. ........................................ ............................~JQ!.:s.a ..........__..
........~.Pr::~?..................................... ..........~JQ5.55 ........................................ $98.43
..........~§.y:~?. $e?:se ..................................................................................... .............~e~.:.4~........................................
JLIn:~?........................................~1.Q.?.89 .................................... .................................................................................._. ~ee:?s................_..Jul-32 16.46 08.46
.......~~g::~? ............................. .............. $126.83...................................................................................................................................$117 .?e........_......
- 51-
.....sep:~.?......................... $129.79 .................................................. ............11.J.?~.ee...........................
Oct -32 ................................................... $114~?§.. ........ ... .. ... .............._....11.Qe.~.~.e...
~ay.::~?........................11..2.?~§e..........._...... ........................... ....................... ................~1J4..~9§ .......................................Dec-32 20.03 16.88
Jeri:?~................. $121.:9.?........._......... .................... .........................~1.1e~.eQ.................................................................Feb-33 23.26 17.4 7
..................~.er::.~~ .................................................. $.1Je.~?~............~1.1.Q:.~e.... ....._
.........Apr::~~.................... sJQ?~ee........... .............................................................~1Q.Q:e~....
............f.ey::~~ .................................. $99. 79..................... .....................1eS:S1.._. ...............
.~.LIi.:?~.....S1Q.5.25 ..................................SeS:4.4_........_ .........................
Jul-33 .................... $11e.~?~................S11Q~e~..........................
.....A~g::?~. .................S1?e.~.eQ_ .............................. .....................11?Q:Q§. ........_....._........
....sep::~~.... ........................S1~?~ee. .......................................11Je.~.e.e ..................................
Q~t:?~.... ............._.......... $116.9S....._.............._...........................11J.Q.~ee..Nov-33 25.54 16.75
..pe~:?~................. ........................... $1.??:.eQ........__ ......................................... ............ ..........11Je~ee .....................
J.ei.:?4............. ........................ ... .S1??~e.4......... ................11??~.~e.....Feb-34 26.15 20.18Mar-34 18.90 12.89
Apr::~4. ........................ $11 0.4.?..... ........................ ....................._.. ....11Q?~eI......
....._Mey::~4...................S1.Q1.98......._ ............ ......se?.~.§.e .............................................._
Jun:?4............. ...._..S.19?.~eQ..........._.. ............................... .........~1QQ~§.e .........................Jul-34 22.00 13.51
....A~g::~4.............................._ $132.99 ....._.. ..................................... ..S.1??~.e4..........................
Sep-34 ............ $136.14............. ....... ..11Je~~a.. .........._.........
Oct:~4..................... $119. 6§................_._. . ........... .. ........._._ $.1J?A1....................Nov-34 28.50 19.44Dec-34 25.78 22.44Jan-35 26.74 25.24Feb-35 29.12 22.98
~er::~§....._.... ...S1?1~ee..........S11SA?
..Apr::~§ .............................. $112.92 ................. ...............................11QSJ.S.
....Mey::~§................ ....................S1Q4.~??.......... ......................................see.~ea.
.~.~ri:?§........111Q~Q? ...... . ... . ... .... ...... ........................ .....119?:?eJul-35 24.85 16.11
...........A~g::~§.. ...........................S.1~eJ?. ..................... .....................................11?S:?? .............................................................
..............sep:~.§........... $13eA1............ ...................................................................... ................................S1??J§ ....................................
.................Q~t:~.§....... $122.4~..... ......................................................................................... ...S11e~99 ...................................Nov-35 31.54 22.22
...pe~:?§............... ................................. $128.74............................. ..................... ...............................................~125.30.......................................Jan-36 29.65 28.11Feb-36 32.10 25.78Mar-36 24.42 18.04
- 52-
Apr=~e.......... $115.42 .................................. ..........SJ9Z::1
.......~~y:~e.......................J1Qe~4e...... ......................... . . .......$1Q.~..Xa
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- 53-
DONOVAN E. WALKER (ISB No. 5921)
JASON B. WILLIAMS (ISB No. 8718)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker(iidahopower.com
jwilliams(iidahopower.com
I?: to.1.- .
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-11-25
A DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY BETWEEN IDAHO POWER )
COMPANY AND DYNAMIS ENERGY, LLC. )
)
Idaho Power Company ("Idaho Powet' 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
("Commission") for an Order accepting or rejecting the Firm Energy Sales Agreement
("FESA") between Idaho Power and Dynamis Energy, LLC ("Dynamis" or "Sellet') under
which Dynamis would sell and Idaho Power would purchase electric energy generated
by the Dynamis Ada County Landfil project ("Facilty") located near Boise, Idaho.
In support of this Application, Idaho Power represents as follows:
APPLICATION - 1
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilties
purchase power produced by cogenerators or small power producers that obtain
Qualifying Facilty ("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 utilty 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.
II. THE FIRM ENERGY SALES AGREEMENT
2. Dynamis proposes to own, operate, and maintain a 22 megawatt
(Maximum Capacity Amount) landfil waste to energy generating facilty to be located in
Idaho Powets service territory near Boise, Idaho. The Facilty wil be a QF under the
applicable provisions of PURPA. Idaho Power and Dynamis entered into a FESA for
the sale and purchase of the energy generated by the Facilty on November 16, 2011.
The FESA for this Facilty was executed by C. Lloyd Mahaffey, Chairman and Chief
Executive Officer for Dynamis Energy, LLC, on November 14, 2011. It was
subsequently executed by Idaho Power on November 16, 2011, and now filed for the
Commission's review on November 22, 2011. A copy of the FESA is attached to this
Application as Attachment No.1. This FESA is the result of negotiations between Idaho
APPLICATION - 2
Power and Dynamis and contains the avoided cost rates established pursuant to the
Commission's approved Integrated Resource Plan ("IRP") avoided cost methodology as
currently established by the Commission.
3. Dynamis has elected October 15, 2013, as the Scheduled First Energy
Date and February 14, 2014, as the Scheduled Operation Date for this Facilty. See
Appendix B. The FESA requires Dynamis to meet various requirements in order for
Idaho Power to accept energy deliveries from this Facilty. Idaho Power wil monitor
compliance with these initial requirements. In addition, Idaho Power wil monitor the
ongoing requirements through the full term of the FESA.
4. The contract term specified in the FESA is 20 years and includes shared
ownership of the Renewable Energy Certificates ("RECs") generated over the entire
term of the FESA.
5. Dynamis and Idaho Power have agreed to Delay liquidated Damages as
well as the requirement to post Delay Security. Delay liquidated Damages shall apply
should Dynamis fail to bring the Facilty on-line by the Scheduled Operation Date as
specified in the FESA. Delay liquidated Damages are agreed to be calculated as
described hereafter. If the Operation Date occurs after the Scheduled Operation Date,
but within 90 days of that Scheduled Operation Date, then damages are equal to the
sum of all Hourly Energy Production amounts for the entire Delay Period multiplied by
the applicable Delay Price; if the Operation Date occurs more than 90 days past the
Scheduled Operation Date, then damages are specified as $45 per kilowatt ("kW") of
nameplate capacity for the Facilty. If the Facilty fails to achieve its Operation Date
within 90 days of the Scheduled Operation Date, the failure wil be a Material Breach of
APPLICATION - 3
the FESA and Idaho Power may terminate the FESA if not cured by Dynamis. Dynamis
and Idaho Power have also agreed to Delay Security provisions requiring Dynamis to
post Delay Security in an amount equal to $45 per kW of nameplate capacity within 30
days of Commission approval of the FESA. These Delay Damage and Security
provisions 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-1 0-15 through IPC-
E-10-19; IPC-E-10-22; IPC-E-10-24; IPC-E-10-26; IPC-E-10-37 through IPC-E-10-45;
and IPC-E-10-47 through IPC-E-10-50.
6. Dynamis and Idaho Power have agreed to terms providing for each party's
50 percent ownership of any Environmental Attributes, including RECs, generated by
the Facility for the full 20-year term of the FESA. This has mutual benefits for both
Idaho Power's customers and the Facilty. These provisions clarify the ownership of the
Environmental Attributes generated by the Facilty such that each party can potentially
maximize what benefit it can from such ownership. It clarifies the QF developer's
ownership and subsequent abilty to retain RECs and obtain what value it can for them
to help offset the costs of development and operation. It also clarifies Idaho Power's
ownership and abilty to obtain what value it can for its customers, to retire them and
claim the Environmental Attributes of the renewable generation as part of its system, or
to utilze them to meet the requirements of potential future Renewable Portolio
Standards that may require the Company to obtain and have RECs.
7. The energy prices in FESA are derived from Idaho Power's AURORA
economic dispatch model for this Facilty's estimated energy shape as specifed by
Commission requirements for the IRP-based avoided cost methodology. The energy
APPLICATION - 4
price identified by the IRP methodology for this Facilty is equivalent to a 20-year
levelized price of $92.35 per megawatt-hour. However, the actual energy pricing
stream varies throughout the term of the contract based upon the month and time of day
during which the energy is delivered to Idaho Power. The energy prices in the FESA
contain the previously approved differentiation between both Heavy Load and Holiday
Standard Energy purchase pricing. Seller only plans to deliver energy during Heavy
Load and Holiday Standard Energy hours and does not intend to produce and deliver
any Light Load energy to Idaho Power. See Sections 7.1,7.2, and 7.3.
8. The FESA provides that all applicable interconnection charges and
monthly operational or maintenance charges under Schedule 72 wil be assessed to
Seller. The Facilty is currently in the generator interconnection process. Assuming that
Seller continues to provide necessary technical information and make payments for
interconnection materials and studies in a timely manner, Idaho Power's Delivery
business unit wil be able to proceed with its interconnection and transmission study
processes, which ultimately results in a Schedule 72 Generator Interconnection
Agreement, or "GIA" between Dynamis and Idaho Power. PURPA OF generation must
be designated as a network resource ("DNR") on Idaho Power's system. Upon
resolution of any and all upgrades required to acquire transmission capacity for this
Facilty's generation, and upon execution of the FESA and the GIA, this Facilty may
then be designated as a network resource.
9. As previously stated in paragraph 3 of this Application, and set forth in
Appendix B to the FESA, Dynamis has selected October 15, 2013, for the Scheduled
First Energy Date and February 14, 2014, as the Scheduled Operation Date. Dynamis
APPLICATION - 5
has been advised that it is Dynamis's responsibilty to work with Idaho Powets Delivery
business unit to ensure that sufficient time and resources wil be available for Delivery to
construct the interconnection facilties, and transmission upgrades if required, in time to
allow the Facilty to achieve the February 14, 2014, Scheduled Operation date. Seller
has been further advised that delays in the interconnection or transmission process do
not constitute excusable delays in achieving the Scheduled Operation date and if Seller
fails to achieve the Scheduled Operation date at the times specified in the FESA, delay
damages wil be assessed
10. Dynamis has also been made aware of and accepted the provisions of the
FESA and the Company's approved Tariff Schedule 72 regarding non-compensated
curtailment or disconnection of its Facility should certain operating conditions develop
on the Company's system. According to the standard provisions in Section 12 of the
FESA, curtailment without compensation may occur if there is an event of Force
Majeure, a Forced Outage, or a temporary disconnection of the Facility in accordance
with Tariff Schedule 72. If the generation from the Facilty wil have an adverse effect
upon Idaho Powets service to its customers, Idaho Power may temporarily disconnect
the Facilty from Idaho Powets transmission/distribution system as specified within
Schedule 72, or take such other reasonable steps as Idaho Power deems appropriate.
The parties' intent and understanding is that non-compensated curtailment would be
exercised when the generation being provided by the Facilty in certain operating
conditions exceeds or approaches the minimum load levels of the Company's system
such that it may have a detrimental effect upon the Company's abilty to manage its
APPLICATION - 6
thermal, hydro, and other resources in order to meet its obligation to reliably serve loads
on its system.
11. Section 21 of the FESA provides that the FESA wil not become effective
unti the Commission has approved all of the FESA's terms and conditions and declared
that all payments Idaho Power makes to Dynamis for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
12. Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully 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 prepare and present its testimony in such hearing.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
13. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker, Lead Counsel
Jason B. Willams, Corporate Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalkercæidahopower.com
jwilliamscæidahopower.com
V. REQUEST FOR RELIEF
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphincæidahopower.com
14. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
accepting or rejecting the Firm Energy Sales Agreement between Idaho Power
APPLICATION - 7
Company and Dynamis Energy, LLC, without change or condition; and, if accepted, (3)
declaring that all payments for purchases of energy under the Firm Energy Sales
Agreement between Idaho Power Company and Dynamis Energy, LLC, be allowed as
prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 22nd day of November 2011.
~¿y,\\DONOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 8
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 22nd day of November 2011 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:
Dynamis Energy, LLC
C. Lloyd Mahaffey, CEO
Wade D. Thomas, General Counsel
776 East Riverside Drive, Suite 150
Eagle, Idaho 83616
APPLICATION - 9
Hand Delivered
-2 U.S. Mail
_ Overnight Mail
FAX
-2 Email L1oydCcdynamisenergy.com
wthomas(cdynamisenergy.com
~