20111206Application.pdf

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
R. r:r. i: ED...__V.~
1M \ DEC -6 l~ 2: 38
Attorneys for Idaho Power Company A
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-11-27
A DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY BETWEEN IDAHO POWER )
COMPANY AND RIVERSIDE )INVESTMENTS, 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" or "Agreement") between Idaho Power and Riverside Investments, LLC
("Riverside" or "Seller") under which Riverside would sell and Idaho Power would
purchase electric energy generated by the Fargo Drop hydroelectric project ("Facilty")
located near Homedale, Idaho.
APPLICATION - 1
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric 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 utility would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, 18 C.F.R. § 292, to set avoided costs, to order electric utilties
to enter into fixed-term obligations for the purchase of energy from QFs, and to
implement FERC rules.
II. THE FIRM ENERGY SALES AGREEMENT
2. Riverside proposes to own, operate, and maintain a 1.27 megawatt
(Maximum Capacity Amount) generating facilty to be located in Idaho Powets service
territory near Homedale, Idaho. The Facility wil be a QF under the applicable
provisions of PURPA. Idaho Power and Riverside entered into a FESA for the sale and
purchase of the energy generated by the Facilty on December 1, 2011. The FESA for
this Facilty was executed by Dennis Daugherty for Riverside Investments, LLC, on
November 23, 2011. It was subsequently executed by Idaho Power on December 1,
2011, and now filed for the Commission's review on December 6, 2011. A copy of the
FESA is attached to this Application as Attachment NO.1. This FESA contains the
published avoided cost rates established by Commission Order No. 32337.
APPLICATION - 2
3. Riverside has elected July 20, 2012, as the Scheduled First Energy Date
and August 1,2012, as the Scheduled Operation Date for this Facilty. See Appendix B.
The FESA requires Riverside to meet various requirements in order for Idaho Power to
accept energy deliveries from this Facility. Idaho Power wil monitor compliance with
these initial requirements. In addition, Idaho Power wil monitor the ongoing
requirements through the full term of this FESA.
4. The contract term specified in this Agreement is 20 years and includes
shared ownership of the Renewable Energy Certificates ("RECs") generated over the
term of the Agreement.
5. Riverside and Idaho Power have agreed to Delay Liquidated Damages
and associated Delay Security within this FESA that have previously been approved as
reasonable by the Commission in several PURPA FESAs. 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 the Agreement and Idaho Power may terminate the Agreement if not
cured by Riverside. Riverside and Idaho Power have also agreed to Delay Security
provisions requiring Riverside to post Delay Security in an amount equal to $45 per
kilowatt 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. Riverside and Idaho Power have agreed to terms providing for each
party's ownership of any Environmental Attributes, including RECs, generated by the
Facilty for the full 20-year term of the FESA. The parties agree that Riverside retains
APPLICATION - 3
ownership of 50 percent of RECs and Idaho Power retains ownership of 50 percent of
RECs through the entire term of this Agreement. This has mutual benefits for both
Idaho Powets customers and the Facilty. These provisions clarify the ownership of the
Environmental Attributes generated by the Facility 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 Powets
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
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 this Agreement are derived from Commission Order
No. 32337, which established published avoided costs for PURPA qualifying facilties.
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 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 Riverside and Idaho Power. PURPA QF 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
APPLICATION - 4
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, Riverside has selected July 20, 2012, for the Scheduled First
Energy Date and August 1, 2012, as the Scheduled Operation Date. Riverside has
been advised that it is Riverside's responsibilty to work with Idaho Power's 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 Facility to achieve the August 1, 2012, 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. Riverside 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 Facilty in accordance
with Tariff Schedule 72. If the generation from the Facility wil have an adverse effect
upon Idaho Powets service to its customers, Idaho Power may temporarily 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.
The parties' intent and understanding is that non-compensated curtailment would be
APPLICATION - 5
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
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 Riverside 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; i.e., 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, Senior Counsel
Jason B. Wiliams, Corporate Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalker(iidahopower.com
jwilliams(iidahopower.com
APPLICATION - 6
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphin(iidahopower.com
v. REQUEST FOR RELIEF
14. Idaho Power 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 Company and
Riverside Investments, 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 Riverside Investments, LLC, be allowed as
prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 6th day of December 2011.
~?;f(~
Attorney for Idaho Power Company
APPLICATION - 7
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 6th day of December 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:
Riverside Investments, LLC
Dennis Daugherty
Fargo Drop Hydroelectric
Riverside Investments, LLC
P.O. Box 154
Adrian, Oregon 97901
Hand Delivered
-l U.S. Mail
_ Overnight Mail
FAX
-l Email dennis(irsicorp.net
APPLICATION - 8
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-11-27
IDAHO POWER COMPANY
ATTACHMENT NO.1
Aricle
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
RIVERSIDE INSTMENTS, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Waranties
Conditions to Acceptance of Energy
Ter and Operation Date
Puchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attrbutes
Facility and Interconnection
Metering and Telemetr
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; 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
Severability
Counterars
Entire Agreement Signatures
Appendix A
AppendixB
AppendixC
AppendixD
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Fargo DrQP Hydroelectrc
Project 1'unber: 21615215
THIS AGREEME, entered into on ths I !I day of DeæJkr 201 1 between
RIRSIDE mvSTME1'TS, LLC (Seller), and IDAHO POWER COMP A1, an Idao corporation
(Idaho Power), hereinaer sometimes referred to collecively as "Pares" or individually as "Part."
WIT1SSETH:
WHEREAS, Seller will design, constrct, own, maintain and operate an electrc generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, fi electrc energy
produced by the Seller's Facilty.
THEREFORE, In considertion of the mutual covenants and agreements hereinafter set fort, the
Pares agre as follows:
ARTICLE I: DEFmITI01'S
As used in this Agrent and the appendices attached hereto, the following ters
shall have the followig meanings:
1.1 "Base Energy" - Monthy Net Energy less any Surplus Energy as calculated in paragraph 1.32.
1.2 "Commssion" - The Idaho Public Utilities 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.
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in Aricle V.
1.5 "Delay Perod" - All days past the Scheduled Operation Date until the Seller's Facilty achieves
the Operation Date.
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1.6 "Delay Price" - The curent month's Mid-Columbia Market Energy Cost minus the curent
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be O.
1.7 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.8 "Effective Date" - The date stated in the opening paragraph of this Firm Energy Sales Agreement
representing the date upon which this Fir Energy Sales Agreement was fully executed by both
Partes.
1.9 "Environmental Attibutes" - means any and all credits, benefits, emssions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutats. Envionmental Attbutes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfu oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, peruorocarbons, sulfu
hexafluoride and other greenhouse gases (GHGs) that have been deterined by the United
Nations Intergovernental Panel on Climate Change, or otherwse by law, to contrbute to the
actual or potential threat of altering the Ear's climate by trpping heat in the atmosphere;! (3)
the reporting rights to these avoided emissions, such as REC Reportng Rights. REC Reportng
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
par at the REC purchaser's discretion, and include without limitation those REC Reportng
Rights accruing under Section l605(b) of The Energy Policy Act of 1992 and any present or
futue federal, state, or local law, regulation or bil, and international or foreign emissions trading
program. RECs are accumulated on a MW basis and one REC represents the Environmental
Attrbutes associated with one (1) MW of energy. Environmental Attbutes do not include (i)
Avoided emissions mayor may not have any value for GHG compliance puroses. Although avoided
emissions are included in the list of Environmental Attbutes, ths inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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any energy, capacity, reliability or other power attrbutes from the Facility, (ii) production tax
credits associated with the constrction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facilty 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 Recover 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 permts.
1.10 "Facility" - That electrc generation facility described in Appendix B of this Agreement.
1.11 "First Energy Date" - The day commencing at 00:01 hour, Mountain Time, following the day
that Seller has satisfied the requirements of Aricle iv and the Seller begins deliverng energy to
Idaho Power's system at the Point of Delivery.
1.12 "Heavy Load Hours" - The daily hours beginning at 7:00 am, ending at 11 :00 pm Mountain
Time, (16 hours) excluding all hour on all Sundays, New Year Day, Memorial Day,
Independence Day, Labor Day, Thankgiving and Chrstmas.
1.13 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadverent energy is
more paricularly descrbed in paragraph 7.5 of this Agreement.
1.4 "Interconnection Facilities" - All equipment specified in Schedule 72.
1.15 "Intial Capacity Determination" ~ The process by which Idaho Power confins that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.16 "Light Load Hours" - The daily hours beginning at 11 :00 pm, ending at 7 :00 am Mountain Time
(8 hour), plus all other hour on all Sundays, New Years Day, Memorial Day, Independence
Day, Labor Day, Thangiving and Chrstmas.
1.17 "Losses" - The loss of electrcal energy expressed in kilowatt hour (kWh) occurng as a result
of the tranformation and trnsmission of energy between the point where the Facilty's energy is
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metered and the point the Facilty's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.18 "Market Energy Reference Price" - Eighty-five percent (85%) ofthe Mid-Columbia Market
Energy Cost.
1.19 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.20 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facilty will be as
specified in Appendix B of this Agreement.
1.21 "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 Idaho Power's system.
1.22 "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 actual occurng
non-firm energy transactions as reported by Dow Jones.. If the Dow Jones Mid-Columbia Index
price is discontinued by the reporting agency, both Paries wil mutually agree upon a
replacement index, which is similar to the Dow Jones Mid-Columbia Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrcal industr.
1.23 "Nameplate Capacity" -The full-load electrical quatities assigned by the designer to a generator
and its prime mover or other piece of electrcal equipment, such as transformers and circuit
breaker, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate unts. Usually indicated on a nameplate attached to the individual machine
or device.
1.24 "Net Energy" - All of the electrc energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Deliver. Subject to the ters of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Deliver for the full ter of the Agreement. Net Energy does not
include Inadvertent Energy.
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1.25 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.26 "Point of Deliveiy" - The location specified in Appendix B, where Idaho Power's and the
Seller's electical facilties are interconnected and the energy from this Facility is delivered to the
Idaho Power electrcal system.
1.27 "Prudent Electrcal Practices" - Those practices, methods and equipment that are commonly and
ordinarly used in electrcal engineerng and operations to operate electrc equipment lawfuly,
safely, dependably, effciently and economically.
1.28 "Renewable Energy Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attbutes arising as a result of the generation of
electrcity associated with the REC. One REC represents the Environmental Attbutes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.29 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.30 "Schedule 72" - Idaho Power's Tarff 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 electrcal system as specified within
Schedule 72.
1.31 "Season" - The three perods identified in paragraph 6.2.1 of ths Agreement.
1.32 "Special Facilities" - Additions or alterations of trnsmission and/or distrbution lines and
tranformers as described in Schedule 72.
1.33 "Station Use" - Electrc energy that is used to operate equipment that is auxiliar or otherwse
related to the production of electrcity by the Facility.
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1.34 "Suilus Energy" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrcal system durng the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facilty and delivered to the Idaho Power electrcal system during the
month is less than 90% of the monthly Net Energy Amount for the correspondig month
specified in paragraph 6.2, then all Net Energy delivered by the Facility to the Idao Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facilty and
delivered by the Facilty to the Idaho Power electrcal system prior to the Operation Date.
1.35 "Total Cost of the Facility" - The total cost of strctues, equipment and appurenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idao Power that in enterig
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of perorming hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreeent.
2.2 Seller Independent Experts - All professionals or expers including, but not limited to, engineer,
attorneys or accountants, that Seller may have consulted or relied on in underakg the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARIES
3.1 No Waranty by Idaho Power - Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho
Power and Idaho Power makes no waranties, expressed or implied, regarding any aspect of
Seller's design specifications, equipment or facilties, including, but not limited to, safety,
durability, reliabilty, strengt, capacity, adequacy or economic feasibilty.
3.2 Qualifyng Facility Status - Seller warts that the Facilty is a "Quaifying Facilty," as that term
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is used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifying Facilty statu during the term of
this Agreement and Seller's failure to maintain Qualifying Facilty status wil be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facilty's Quifying
Facilty status and associated support and compliance documents at anytime durng the term of
this Agreement.
3.3 FERC License (only applies to hydro projects) - Seller warants that Seller possesses a valid
license or exemption from licensing from the Federal Energy Regulatory Commission ("FERC")
for the Facility~ Seller recognizes that Seller's possession and retention of a valid FERC license
or exemption is a material part of the consideration for Idaho Power's execution of this
Agreement. Seller will take such steps as may be required to maintain a valid FERC license or
exemption for the Facility during the ter of this Agreement, and Seller's failure to maintain a
valid FERC license or exemption will be a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idao Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho 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 Subpart B, 18 CFR 292.201 et
seq. as a cerified Qualifyng 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 of Idaho providing an opinion that
Seller's licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally
and validly issued, are held in the name of the Seller and, based on a reasonable
independent review, counsel is of the opinion that Seller is in substatial compliance with
said permits as of the date of the Opinion Letter. The Opinion Letter will be in a form
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acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Power's acceptace of the
form will not be uneasonably withheld. The Opinion Letter will be govered by and
shall be interreted in accordance with the legal opinion accord of the Amercan Bar
Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perorm the Initial Capacity Deternation. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource charcterstics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessar, request additional data to complete the Initial Capacity Deternation
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufactue Nameplate Capacity rating of the individual generation
units at this Facilty is less than 10 MW. The Seller shall submit detailed,
manufacturer, verfiable data of the Nameplate Capacity ratings of the actual
individual generation units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facility is less than 10 MW, it
will be deeed that the Seller has satisfied the Initial Capacity Deterination for
this Facility.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacter's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within this entire Facility and also the total of these components to
determine the Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power
shall review the provided data and determine if the Nameplate Capacity specified is
reasonable based upon the manufactuer's specified generation ratings for the specific
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generation units.
4.1.5 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constrction Adequacy and an Engineer's Cerfication of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These cerificates will be
in the form specified in Appendix C but may be modified to the extent necessar to
recognize the different engineerng disciplines providing the certificates.
4.1.6 Insurance - Submit wrtten proof to Idaho Power of all insurance required in Arcle XII.
4.1.7 Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation - The Seller's Facilty has been designated as an
Idaho Power network resource capable of deliverng firm energy up to the amount of the
Maximum Capacity at the Point of Deliver.
4.1.9 Written Acceptance - Request and obtain wrtten confiration from Idaho Power that all
conditions to acceptance of energy have been fufilled. Such wrtten confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AN OPERATION DATE
5.1 Ter - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first wrtten and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Opation Date.
5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commssion 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
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able to provide energy in a consistent, reliable and safe maner.
d) Seller has requested an Operation Date from Idaho Power in a wrtten format.
e) Seller has received wrtten confiration from Idaho Power of the Operation Date.
Ths confirmation will not be uneasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before the
Scheduled Operation Date. Delays in the interconnection and transmission network upgrade study,
design and constrction process that are not Force Majeure events accepted by both Parties, shall not
prevent Delay Liquidated Damages from being due and owing as calculated in accordance with this
Agreement.
5.3.1 If the Operation Date occur after the Scheduled Operation Date but on or prior to ninety
(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 ((Curent month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the curent month) multiplied by the number of days in the Delay Period in the
current month) multiplied by the curent month's Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
5.4 If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled
Operation Date, such failure will be a Materal Breach and Idao Power may terinate 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 will be calculated and payable using the
Delay Liquidated Damage calculation described in 5.3.1 above for all days exceeding 90 days
- 10-
past the Scheduled Operation Date until such time as the Seller cures this Materal Breach or
Idaho Power terinates this Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within
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
will be a Materal Breach of this Agreement and Idao Power shall draw fuds 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 Facility
achieving the Opertion Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with cerainty, and that the Delay Liquidated Damages are an approprate
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.
b) Received and, accepted an interconnection and tranmission capacity
feasibility study for this Facility.
c) Acknowledged responsibility for all interconnection costs and any costs
associated with acquirng adequate firm 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 undertands that the Seller's obligations
to pay Damages and Liquidated Damages associated with the projects failure
to achieve the Operation Date by the Scheduled Operation Date as specified
in this Agreement is not relieved by final interconnection or trnsmission
processes and schedules.
- 11-
5.8 Within thiry (30) days of the date of a final non-appealable Commssion Order as specified in
Aricle XXI approvig this Agreement, the Seller shall post liquid security ("Delay Securty") in
a form as described in Appendix D equal to or exceeding the amount calculated in paragraph
5.8.1. Failure to post this Delay Securty in the time specified above will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement.
5.8.1 Delay Securty Forty five ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
5.8.1. In the event Seller provides Idao Power with cerification that, (1) a generation
interconnection agreement specifyng a schedule that will 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 materal
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 pargraph 5.8.1 will
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. and subsequently, (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.8.1. is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date, or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.8.1 will be subject to reinstatement and will be due and owig within
five (5) business days from the date Idao Power requests reinstatement. Failure
to timely reinstate the Delay Security will be a Materal Breach of this
Agreement.
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5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay
Damages and/or Delay Liquidated Damages are paid in full to Idaho Power and the ealier of, (I)
termnated.
30 days after the Operation Date has been achieved, or (2) 60 days after the Agreement has been
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Deliver and Acceptance of Net Energy - Except when either Pary's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facilty will also be
delivered by the Seller to Idaho Power at the Point of Deliver. At no moment in time will the
total amount of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by
the Seller to the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the followig monthly
amounts:
6.2.1 Initial Yea Monthly Net Energy Amounts:
Month
Season 1
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
Januar
Februar
kWh
o
o
o
825,000
725,000
o
o
o
550,000
150,000
o
o
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
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and beginning at the end of month nine and ever three months thereafter provide Idaho
Power with an additional three months of forward generation estimates beyond those
generation estimates previously provided. This information wil be provided to
Idaho Power by wrtten notice in accordance with paràgraph 25.1, no later than 5:00 PM
of the 5th day following the end of the previous month or by electronic notice provided
and verified via retur electronic verfication of receipt to the electronic notices addressed
specifically in paragraph 25.1 no later than 5:00 PM of the 5th day following the end of
the previous month. If the Seller does not provide the Ongoing Monthly Net Energy
Amounts in a timely manner, Idaho Power will use the most recently provided thee (3)
matching months of the Initial Year Monthly Net Energy Amounts specified in paragraph
6.2.1 for the next thre (3) months of monthly Net Energy amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Operation Date, by wrtten notice given to Idaho Power in
accordance with paragraph 25.1, the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts.
6.2.3.2 Beginnng with the end of the 9th month after the Operation Date and at the end
of ever third month thereafter: (1) the Seller may not revise the imediate next
three (3) months of previously provided Net Energy Amounts, (2) but by wrtten
notice given to Idaho Power in accordace with pargraph 25.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely wrtten notice of changed amounts will be deeed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragrph 12.3.1 and the Seller's
declared Suspension of Energy Deliveres is accepted by Idaho Power, the Net Energy
- 14-
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 12.2.1 or 12.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA Curent Month's Net Energy Amount (Paragraph 6.2)
SGU a.) IfIdaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveres.
TGU Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH Actual hours the Facilty's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH Actual total hour in the curent month
Resulting formula being:
Adjusted ( ( ) (
Net Energy = NEA - ~~i X NEA X Ri~
Amount ) )
This Adjusted Net Energy Amount will be used in applicable Surlus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) ofthe sum of the Initial Year Net
Energy Amounts as specified in pargraph 6.2 shall constitute an event of default.
- 15-
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base Energy Heavy Load Purchase Prce - For all Base Energy received durng Heavy Load
Hours, Idaho Power will pay the non-levelized energy price in accordance with Commission
Order 32337 with seasonalization factors applied:
Season 1 - (73.50 Season 2 - (120.00 Season 3 - (100.00
Year Mils/kWh Mils/kWh Mils/kWh
2012 41.48 67.73 56.44
2013 42.74 69.78 58.15
2014 43.97 71.79 59.82
2015 45.29 73.95 61.63
2016 46.72 76.27 63.56
2017 48.24 78.75 65.63
2018 49.92 81.50 67.92
2019 51.59 84.24 70.20
2020 53.32 87.05 72.54
2021 55.15 90.05 75.04
2022 57.11 93.24 77.70
2023 59.06 96.42 80.35
2024 61.13 99.80 83.17
2025 63.33 103.40 86.16
2026 65.53 106.98 89.15
2027 67.86 110.79 92.33
2028 70.34 114.83 95.70
2029 72.89 119.00 99.17
2030 75.51 123.28 102.74
2031 78.32 127.87 106.56
2032 81.22 132.61 110.51
7.2 Base Energy Light Load Purchase Price - For all Base Energy received durng Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
32337 with seasonalization factors applied:
Year
Season 1 - (73.50 %)
Mils/kWh
Season 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mils/kWh
2012
2013
2014
2015
2016
36.13
37.39
38.62
39.94
41.36
58.99
61.04
63.05
65.22
67.53
49.16
50.87
52.54
54.35
56.28
- 16-
2017 42.88 70.02 58.35
2018 44.57 72.77 60.64
2019 46.24 75.50 62.92
2020 47.97 78.31 65.26
2021 49.80 81.31 67.76
2022 51.76 84.50 70.42
2023 53.70 87.68 73.07
2024 55.78 91.06 75.89
2025 57.98 94.66 78.88
2026 60.18 98.25 81.87
2027 62.51 102.06 85.05
2028 64.99 106.10 88.42
2029 67.54 110.26 91.89
2030 70.16 114.55 95.46
2031 72.97 119.13 99.28
2032 75.87 123.87 103.23
7.3 All Hour Energy Price - The price to be used in the calculation of the Surlus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 32337 with seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Year Mils/Wh Mils/Wh MilslkWh
2012 39.10 63.84 53.20
2013 40.36 65.89 54.91
2014 41.59 67.90 56.58
2015 42.91 70.06 58.39
2016 44.33 72.38 60.32
2017 45.85 74.86 62.39
2018 47.54 77.62 64.68
2019 49.21 80.35 66.96
2020 50.94 83.16 69.30
2021 52.77 86.16 71.80
2022 54.73 89.35 74.46
2023 56.67 92.53 77.11
2024 58.75 95.91 79.93
2025 60.95 99.51 82.92
2026 63.15 103.09 85.91
2027 65.48 106.90 89.09
2028 67.96 110.95 92.46
2029 70.51 115.11 95.93
2030 73.13 119.40 99.50
2031 75.94 123.98 103.32
2032 78.84 128.72 107.27
- 17-
7.4 Surlus Energy Price - For all Surlus Energy, Idaho Power shall pay to the Seller the curent
month's Market Energy Reference Price or the All Hours Energy Price specified in paragrph
7.3, whichever is lower.
7.5 Inadvertent Energy-
7.5.1 Inadverent Energy is electrc energy produced by the Facility, expressed in kWh,
which the Seller deliver to Idaho Power at the Point of Deliver that exceeds 10,000
kW multiplied by the hour in the specific month in which the energy was delivered.
(For example Janua contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in Januar in excess of 7,440, 000 kWh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW and therefore does not intend to generate Inadverent Energy,
Idaho Power wil accept Inadvertent Energy that does not exceed the Maximum
Capacity Amount but will not purchase or pay for Inadverent Energy.
7.6 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power will be
disbursed to the Seller withn thir (30) days of the date which Idaho Power receives and
accepts the documentation of the monthly Net Energy actually delivered to Idaho Power as
specified in Appendix A.
7.7 Continuing Jursdiction of the Commission This Agreement is a special contrct and, as such, the
rates, terms and conditions contained in this Agreement will be constred in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idao
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilties Commission, 107
Idaho 1122,695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idao Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
CFR §292.303-308
- 18-
ARTICLE VII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50% of all of the Environmental Attbutes associated
with the Facility and Seller will likewise retain 50% ownerhip of all of the Environmental
Attbutes associated with the Facility. Title of 50% Environmental Attrbutes shall pass to Idaho
Power at the same time that transfer of title of the associated Test Energy or Net Energy to Idaho
Power occur. Idaho Power's title to 50% of the Environmental Attributes shall expire at the end
of the term of this agreement, unless the paries agree to extend in futue agreements. If after the
Effective Date any additional Environmental Attrbutes or similar environmental value is created
by legislation, regulation, or any other action, including but not limited to, carbon credits and
carbon offsets, Idaho Power shall be granted ownership of 50% of these additional Environmental
Attrbutes or environmental values that are associated with the Test 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 Facility do not jeopardize the curent or futue
Environmental Attrbute status of this hydroelectrc generation Facility.
8.2 The Parties shall cooperate to ensure that all Environmental Attbute certifications, rights and
reporing requirements are completed by the responsible Pares.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Paries shall mutually
cooperate to enable Idaho Power's Environmenta Attibutes from this Facilty to be
placed into Idaho Power's Wester Renewable Energy Generation Information System
("WREGIS") account or any other Environment Attrbute accounting and tracking
system selected by the Idaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attrbute account and/or system that enables the creation of the Environmental Attrbute
certificates associated with this Facility and the transfer of 50% of the Environmental
Attbutes to Idaho Power for the Ter of this Agreement. If the Environmental
Attrbute accounting and tracking system initially selected by Idaho Power is materially
- 19-
altered or discontinued durng the Term of this Agreement, the Paries shall cooperate to
identify an appropriate alternative Environmental Attrbute accounting and tracking
process and enable the Environmental Attrbutes be processed through this alternative
method.
8.2.2 Each Par shall only report under Section l605(b) of the Energy Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attbutes that such par
owns and shall refrain from reporting the Environmental Attbutes owned by the other
Part.
8.2.3 If Idaho Power requests additional Environmental Attrbute cerifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attrbute cerfications required by Idaho Power for those Environmental
Attrbutes delivered to Idaho Power from the Seller. If the Seller incurs cost, as a result
ofIdaho Power's request, and ifthe additional certification provides benefits to both
parties, the pares shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own cerfications, then Seller shall fully cooperate
with Idao Power in obtaining such certification.
8.3 If at any time durng the Ter of this Agreement, Federal or State laws and/or any
regulatory body or agency deemed to have authority to regulate these Environmental Attbutes or
to implement Federal and/or State laws regarding the same, enact or implement a law or
regulation or issue a ruling that specifically grants or recognizes ownership of Green Tags and
Renewable Energy Certificates (RECs), or other environmental attbutes, directly associated with
the production of energy from the Seller's Facility to a specific par, either par shall provide
wrtten notification as provided for in Aricle 25 to the other par of this information, and the
paries shall at their own costs take such action necessar to notify the WREGIS or appropriate
tracking system of the effect of the decision.
- 20-
8.3.1 Ths notice shall include reference to the specific law or ruing and additional details to
allow the part receiving this notice to be able to independently review the law or ruling.
Upon receipt of this notification from the other pary, the par receiving notice shall
have 30 days to either accept or reject the notification, if no response is provide within
that 30 day period, the notice will be deemed to be accepted. If the receiving par
rejects the notice, the receiving part shall provide detailed information in a response
back to the other pary as to the basis of the rejection. Both paries shall then work
together in a reasonable maner to resolve the identified differences. Only after
agreement by both paries of the applicability and application of the specific law or ruling
shall the ownership of the Environmental Attbutes as specified in paragraph 8.1 be
adjusted to reflect this law or ruing. Any change in ownerhip of the Environmental
Attrbutes will only be applicable to Environmental Attrbutes associated with Net
Energy production that occurs after the parties have agreed to a revised Environmental
Attrbutes ownership arangement. If the parties are unable to reach an agreement by the
effective date of the law or ruling, the law, regulation, or ruling shall control.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facility - Seller will design, constrct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Deliver for the full
term of the Agreement.
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 Meterg Equipment will
be at the location and the type required to measure, record and report the Facilty's Net Energy,
- 21-
Station Use, Inadvertent Energy and maximum energy deliveries (kW) at the Point of Delivery in
a maner to provide Idaho Power adequate energy measurment data to administer this
Agreement and to integrte this Facilty's energy production into the Idaho Power electrcal
system.
10.2 Telemetr - Idaho Power will install, operate and maintain at Seller's expense communications
and telemetr equipment which will be capable of providing Idao Power with continuous
instantaneous telemetr of Seller's Net Energy and Inadvertent Energy produced and delivered to
the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
11. Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Paries adequate total generation, Net Energy, Station Use, Inadverent Energy
and maximum generation (kW) records in a form and content acceptable to Idaho Power.
11.2 Inspection - Either Pary, after reasonable notice to the other Pary, shall have the right, durg
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communcations through Idaho Power's Designated Dispatch Facilty in accordace with
Appendix A of this Agreement.
12 .2 Energy Acceptance ~
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherse been produced by the Facility and
delivered by the Seller to the Point of Delivery, if it is prevented from doing so by an
event of Force Majeure, or temporary disconnection of the Facility in accordace with
Schedule 72 or if Idaho Power determines that curailment, interption or reduction of
- 22-
Net Energy or Inadverent Energy deliveres is necessar because of line construction,
electrcal system maintenance requirements, emergencies, electrical system operating
conditions, or electrcal system reliability emergencies on its system or as otherse
required by Prudent Electrcal Practices. If, for reasons other than an event of Force
Majeure, a temporar disconnection under Schedule 72 exceeds twenty (20) days,
beginning with the twenty-first day of such interption, curilment or reduction, Seller
will be deemed to be deliverng Net Energy at a rate equivalent to the pro rata daily
average of the amounts specified for the applicable month in paragrph 6.2. Idaho Power
will notify Seller when the interrption, curailment or reduction is termated.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwse adversely affect Idaho Power's
equipment, personnel or servce to its customers, Idaho Power may temporarly
disconnect the Facilty from Idaho Power's trsmission/distnbution system as specified
within Schedule 72 or tae such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facilty to the Point of Deliver in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Materal 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 Facilty's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept. Idaho Power will have
no 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 Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
- 23-
preventative maintenance of the Seller's Facilty, Seller may, after giving notice as
provided in pargraph 12.3.2 below, temporarly suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unites) within the Facility
impacted by the forced outage for a perod of not less than 48 hour to correct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declard
Suspension of Energy Deliveres will begi at the sta of the next full hour following the
Seller's telephone notification as specified in paragrph 12.3.2 and will continue for the
time as specified (not less than 48 hours) in the wrtten notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occured, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
12.3.2 Ifthe Seller desires to initiate a Declared Suspension of Energy Deliveres as provided in
paragraph 12.3.1, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a wrtten notice in
accordance with Aricle XX that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to deterine Idaho Power's acceptance
of the described forced outage as qualifyng for a Declared Suspension of Energy
Delivenes as specified in paragraph 12.3.1. Idaho Power's acceptace of the Seller's
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facilty.
12.4 Scheduled Maintenance - On or before Januar 31 sl of each calendar year, Seller shall submit a
wrtten proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.- 24- (
The Paries determination as to the acceptabilty of the Seller's timetable for scheduled
maintenance will take into consideration Prudent Electrcal Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Par shall uneasonably withold
acceptance of the proposed maintenance schedule.
12.5 Maintenance Coordination - The Seller and Idao Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaeously.
12.6 Contact Pror to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrpt interconnection or curail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrcal system, and/or unplaned events, Idaho Power may not be able to provide notice to
the Seller prior to interption, curailment, or reduction of electrcal energy deliveres to
Idaho Power.
ARTICLE XII: INEMNIFICATION AN INSURANCE
13.1 Indemnification - Each Party shall agree to hold harless and to indemify the other Party, its
officer, agents, affiiates, subsidiares, parent company and employees against all loss, damage,
expense and liability to third persons for injur to or death of person or injur to propert,
proximately caused by the indemnifYing Par's, (a) constrction, ownership, operation or
maintenance of, or by failure of, any of such Par's works or facilties used in connection with
this Agreement, or (b) negligent or intentional acts, erors or omissions. The indemifying Pary
shall, on the other Par's request, defend any suit asserting a claiIn covered by this indemnity.
The indemifyng Par shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Pary in enforcing this indemity.
13.2 Insurance - Dung the ter of this Agreement, Seller shall secure and continuously car the
following insurance coverage:
13.2.1 Comprehensive General Liability Insurance for both bodily injur and proper damage
with limits equal to $1,000,000, each occurence, combined single limit. The deductible
- 25-
for such insurance shall be consistent with curent Insurance Industr 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 naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liabilty
reduced without ten (i 0) days' prior wrtten notice to Idaho Power.
13.3 Seller to Provide Cerificate of Insurance - As required in paragraph 4.1.5 herein and anually
thereafter, Seller shall fush 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
paragraph 13.2 shall lapse for any reason, Seller will immediately notify Idaho Power in wrting.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage wil constitute a Materal Breach of ths Agreement.
ARTICLE XIV: FORCE MAEUR
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, hostilities, civil strfe, strkes and other labor distubances,
earthquakes, fires, lightnng, epidemics, sabotage, or changes in law or regulation occurng after
the effective date, which, by the exercise of reasonable foresight such pary could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
If either Pary is rendered wholly or in part unable to perorm its obligations under this
Agreement because of an event of Force Majeure, both Paries shall be excused from whatever
- 26-
performance is affected by the event of Force Majeure, provided that:
(1) The non-performng Pary shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Par wrtten notice describing
the paricular of the occurence.
(2) The suspension of perormance 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 Par which arose before the occurence causing the
suspension of perormance and which could and should have been fuly
performed before such occurrence shall be excused as a result of such
occurence.
ARTICLE XV: LIAILIT; DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be constred to create any duty to, any
standad of care with reference to, or any liability to any person not a Party to ths Agreement.
Neither pary shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No underking by one Par to the other under any provision of this Agreement
shall constitute the dedication of that Par's system or any porton thereof to the Pary or the
public or affect the status of Idaho Power as an independent public utilty corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherse, the duties, obligations and
liabilities of the Paries are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be constred to create an association, trst, parership or joint
ventue or impose a trst or parership duty, obligation or liability on or with regard to either
Par. Each Pary shall be individually and severally liable for its own obligations under this
- 27-
Agreement.
ARTICLE XVII: WAIVR
17.1 Any waiver at any time by either Par of its rights with respect to a default under this Agreement
or with respect to any other matters arsing 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 of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the Distrct Cour of
the Fourth Judicial Distrct 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 interretation of the terms and conditions of this Agreement, will be submitted to the
Commssion for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Pary fails to perorm any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Pary shall cause notice in
wrting to be given to the defaulting Part, specifyng the maner in which such
default occurred. If the defaulting Par shall fail to cure such default withn the sixty
(60) days after serce of such notice, or if the defaulting Par reasonably
demonstrates to the other Part that the default can be cured within a commercially
reasonable time but not within such sixty (60) day perod and then fails to diligently
pursue such cure, then the nondefaulting Party may, at its option, terminate this
19.2.2
Agreement and/or purue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
- 28-
to defaults identified in this Agreement as Material Breaches. Materal Breaches must
be cured as expeditiously as possible following occurrence of the breach.
19.3 Securty for Performance - Prior to the Operation Date and thereafter for the full ter of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller suppl,ying evidence that the required insurce coverage has been replaced or
reinstated.
19.3.2 Engineer's Certifications - Every three (3) years afer the Operation Date, Seller will
supply Idaho Power with a Cerfication 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 cerficate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
19.3.3 Licenses and Perits - During the full ter of this Agreement, Seller shall maintain
compliance with all perits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least ever fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the perts and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the peritting agency.
ARTICLE XX: GOVERNENTAL AUTHORIATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over
either Par of this Agreement.
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ARTICLE XXI: COMMISSION ORDER
21. 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 incured expenses for ratemakng puroses.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the ters 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 Par shall become effective without the wrtten consent of both Paries being
first obtained. Such consent shall not be uneasonably withheld. Notwithstading the foregoing,
any pary which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electrc utility assets, shall automatically, without fuher
act, and without need of consent or approval by the Seller, succeed to all ofIdaho Power's rights,
obligations and interests under this Agreement. Ths arcle shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idao Power shall have the right to be notified by the financing entity tht it is
exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid uness it is in wrting and signed by both Paries
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other governental charges which, if failed
to be paid when due, could result in a lien upon the Facilty or the Interconnection Facilities.
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ARTICLE XXV: NOTICES
25.1 All wrtten notices under this Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepaid, as follows:
To Seller:
Orginal document to:
Fargo Drop Hydroelectrc
Riverside Investments, LLC
Attention: Dens Daugher
P.O. Box 154
Adran, OR 97901
Telephone:
Cell:
[phone]
[phone]
E-mail: densßYicom.net
E-mail Copyto:tertirsicorp.net
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email: Lgrow~idaopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: rallphin(iidaopower.com
Either Par may change the contact peron and/or address information listed above, by providing wrtten
notice from an authorized person representing the Par.
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ARTICLE XXVI: ADDITIONAL TERMS AN CONDITIONS
26.1 Equal Emplovment. Dung perormance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportty, small business, and affrmative action laws
and regulations. All Equal Employment Opportty and affative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. § 4212, Executive
Order 11246, as amended, and any subsequent executive order or other laws or regulations
relating to equal opportity for employment on governent contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportity Clauses contained in 41
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference.
26.2 Ths Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
Generation Scheduling and Reporting
Facility and Point of Deliver
Engineer's Cerifications
Forms of Liquid Security
ARTICLE XXVII: SEVERAILIT
27.1 The invalidity or unenforceability of any ter or provision of this Agreement shall not affect the
validity or enforceability of any other ters 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 counterpars, each of which shall be deemed an
original but all of which together shall constitute one and the same instruent.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Paries concering the subject matter
hereof and supersedes all prior or contemporaneous oral or wrtten agreements between the
- 32-
Partes concering 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:
Idaho Power Company Riverside Investments, LLC
By (f~, QAin~J
Sr. Vice President, Power Supply DÇfv,(rj Qfl(j£flJ~ 'Iv
Dated
(¿. L=----
Dated 1/-~'3--~/1
"Idaho Power""Seller"
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APPENDIX A
A-I MONTHLY POWER PRODUCTION AN SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The meter readings required on this report will be the 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. This document shall be the document to
enable Idao Power to begin the energy payment calculation and payment process. The meter readings
on this report shall not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AN SWITCHING REPORT
Project Name
Month
Project Number:
Address
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date ~M£
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State Zip
Facilty
Output
Station
Usage
Phone Number:
Station
Usage
Year
Metered
Maxium Generation
kW
Net Generation
~Breaker Closing Record
M£~
*1
.ß
I
i;
¡
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Part.
Signature
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Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Meterng 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 will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately admnister
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 perod of time, the Paries may mutually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
· Project Identification - Project Name and Project Number
· Current Meter Reading
· Estimated Generation for the curent day
· Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
· Project Identification - Project Name and Project Number
· Approximate time outage occurred
· Estimated day and time of project coming back online
- 36-
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Dennis Daugh
2087226731
2084129815
Project On-site Contact information
Name:
Telephone Number:
Dennis Daugher
2084129815
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APPENDIXB
FACILITY AN POIN OF DELIVRY
Project Name: Fargo Drop Hydroelectrc
Project Number: 21615215
B-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capabilty (both leading and lagging) of all
generation units to be included in the Facility.)
Nameplate: 1.0 MW with 1.5 SF
Var Capabilty (Both leading and lagging) Leading is .90 Lagging is .90
B-2 LOCATION OF FACILITY
Near: Homedale, ID
Geographic Coordinates: GPS 43.624959,-116.899728 County: Canyon
Description of Interconnection Location: Located at Fargo Drop on Deer Flat Low Line Canal
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected July 20, 2012 as the Scheduled First Energy Date.
Seller has selected Augut 1, 2012 as the Scheduled Operation Date.
In makng these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAIMU CAPACITY AMOUN:
This value will be 1.27 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with Schedule 72. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facilty to the Idaho Power electrical system at any moment in
time.
- 38-
B-5 POIN OF DELIVRY
"Point of Delivery" means, unless otherwise agreed by both Paries, the point of where the
Seller's Facilty energy is delivered to the Idaho Power electrcal system. Schedule 72 will
deterine the specific Point of Deliver for this Facility. The Point of Delivery identified by
Schedule 72 will become an integral par of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measurng the exact energy deliveres by the
Seller to the Idaho Power electrcal system at the Point of Deliver, no Losses will be calculated
for this Facility. If the Idaho Power Meterg Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrcal system at the Point of Deliver, a Losses
calculation wil be established to measure the energy losses (kWh) between the Seller's Facilty
and the Idao Power Point of Delivery. This loss calculation will be initially set at 2% of the
kWh energy production recorded on the Facility generation meterng equipment. At such time as
Seller provides Idaho Power with the electrcal equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrcal equipment between the Facilty and the
Idaho Power electrcal system, Idaho Power will configue a revised loss calculation formula to
be agreed to by both paries and used to calculate the kWh Losses for the remaining ter of the
Agreement. If at any time durig the term of this Agreement, Idaho Power deterines that the
loss calculation does not correctly reflect the actul kWh losses attrbuted to the electrcal
equipment between the Facility and the Idaho Power electrcal system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
B-7 METERIG AN TELEMETRY
Schedule 72 will deterine the specific metering and telemetr requirements for this Facilty. At
the minimum the Meterg Equipment and Telemetr equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to admnister this Agreeent. These specifications will include but not be limited to
- 39-
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idao
Power provided equipment. Seller will arnge for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Power's use, terminating at Idaho Power's facilty capable of providing Idaho
Power with continuous instantaeous information on the Facilty's energy production. Idao
Power provided equipment will be owned and maintained by Idaho Power, with total cost of
purchase, installation, operation, and maintenance, including administrative cost to be reimbursed
to Idaho Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and
the total metering cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specifed in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power canot accept or pay for generation from this Facility until a Network Resource
Designation ("NRD") application has been accepted by Idaho Power's Deliver business unit.
Federal Energy Regulatory Commission ("FERC") rules require Idaho Power to prepare and
submit the NR. Because much of the information Idao 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 the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for NR status for this Facility,
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 Facilty and the Seller shall bear the costs of any of these delays that are a result of
any action or inaction by the Seller.
- 40-
APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAINENANCE POLICY
The undersigned , on behalf of hirnelf/herelf and
, hereinafter collectively refered to as "Engineer," hereby states and cerifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
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 Idaho Power Company Facility No. and is
hereinafter refered to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Merdian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrcal energy
to Idaho Power for a year perod.
6. That Engineer has substantial experience in the design, constrction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of ths Project.
8. That Engineer has reviewed and/or supersed 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 standads, adherence to said O&M Policy wil result in the
Project's producing at or near the design electrcal output, effciency and plant factor for a twenty (20)
year period.
- 41-
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
- 42-
APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAINENANCE
The underigned , on behalf of himself/herelf
hereinafter collectively referred to as "Engineer," hereby states andand
cerifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idao.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafer "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogenertion or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company 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 Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fush electrcal energy
to Idaho Power for a twenty (20) year perod.
6. That Engineer has substatial experience in the design, construction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
- 43-
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrcal output, efficiency and plant factor for the
remaining year of the Agreement.
9. That Engineer recognizes that Idao Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stap)
Date
- 44-
APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himselflerself and
hereinafter collectively refered 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 Fir Energy Sales Agreeent, 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 Idaho Power Company Facility No
and is hereinafter refered to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Merdian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrcal
energy to Idaho Power for a twenty (20) year period.
6.That Engineer has substantial experience in the design, constrction and operation of
electrc 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 constrction of the Project,
including the civil work, electrcal work, generating equipment, prime mover conveyance system, Seller
fuished Interconnection Facilities and other Project facilities and equipment.
- 45-
9. That the Project has been constrcted in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrcal Practices as that term is descrbed in the
Agreement.
10. That the design and construction of the Project is such tht with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of perorming in accordance with the
terms of the Agreement and with Prdent Electrcal Practices for a year period.
11.That Engineer recognzes that Idao Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relyig on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his !her knowledge and therefore sets his!her hand and seal below.
By
(P.E. Stamp)
Date
- 46-
APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instrents such as
Cash Escrow Securty, Guarantee or Letter of Credit as those ters are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Securty requirement and any other securty requirements withn this
Agreement.
For the purose of ths Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instruent in relation to the ter of
the obligation in the reasonable judgment of Idao Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-ter or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account established by the
Seller in a bankng institution acceptable to both Paries equal to the Delay Security. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
2. Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to
the Delay Securty: (a) a guaranty from a par that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irevocable Letter of Credit in a
form acceptable to Idaho Power, in favor ofIdaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both pares. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
- 47-