20131205Application.pdf

Npggl6p-
An IDACORP Companv
Pi'i L' 5CI
DONOVAN E. WALKER
Lead Counsel
'ti
December 5,2013
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-13-24
Bannock County Solid Waste Department Landfill Gas to Energy Project
Idaho Power Company's Application Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
:-rj:.".
rnr.r nrl -i1-: I :1."-'r -'
Donovan E. Walker
DEW:csb
Enclosures
1221 W ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
JULIA A. HILTON (lSB No. 7740)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
i h i lton@ ida hopower. com
Attorneys for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
BANNOCK COUNTY, IDAHO, FOR THE
SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE BANNOCK COUNTY
SOLID WASTE LANDFILL GAS PROJECT.
1l-a i l.'!--llt-t _t .- t i j t_:. (ju
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-13-24
APPLICATION
ldaho Power Company ("ldaho Powe/'or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
(.PURPA"), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA')
between ldaho Power and Bannock County, ldaho ("Bannock County" or "Selle/') under
which Bannock County would sell and ldaho Power would purchase electric energy
generated by the Bannock County Solid Waste Department Landfill Gas to Energy
Project ("Facility") located near Pocatello, ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The ESA submitted herewith is a new contract for a Qualifying Facility
("QF') for a term of 20 years. This ESA complies with the Commission's Orders from
Case No. GNR-E-11-03, and contains published rates for projects of 10 average
megawatts ("aMW") or less. Pursuant to the Commission's direction in Order No.
32697, the rates were calculated by Commission Staff for a QF in the "othef'
categorization pursuant to the Surrogate Avoided Resource (SAR) avoided cost
methodology.
2. The ESA was signed by Bannock County on November 5,2013, and was
signed by ldaho Power on November 13, 2013. The ESA was executed in compliance
with the Commission's Orders directing the implementation of PURPA for the state of
ldaho and contains the most recent avoided cost rates pursuant to the Commission's
Order No. 32817.
II. BACKGROUND
3. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC'), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain 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 utility 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. S 292, to set avoided costs, to order electric utilities to enter into fixed-term
obligations for the purchase of energy from QFs, and to implement FERC rules.
APPLICATION - 2
4. On December 18,2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
The Commission further established and defined numerous contract terms and
conditions for standard power purchase agreements entered into between regulated
utilities and qualifying QFs. On January 2, 2013, the Commission issued Errata to
Order No. 32697, which corrected published avoided cost rates to include energy
payments not discounted by transmission and line loss. Then the Commission issued
reconsideration Order Nos. 32737 and 32802 on February 5, 2013, and May 5, 2013,
respectively, which further clarified certain terms and conditions of power purchase
agreements.
III. THE ENERGY SALES AGREEMENT
5. On November 13, 2013, ldaho Power and Bannock County entered into
an ESA pursuant to the terms and conditions of the various Commission Orders
applicable to this PURPA agreement for an "other" resource. See Order Nos. 32697
and 32737. A copy of the ESA is attached to this Application as Attachment 1. Under
the terms of this ESA, Bannock County elected to contract with ldaho Power for a 20-
year term using the non-levelized "othe/' published avoided cost rates as currently
established by the Commission in Order No. 32817 for energy deliveries of less than 10
aMW. This ESA was fully executed by Bannock County on November 5, 2013. lt was
subsequently executed by ldaho Power on November 13, 2013, and now filed for the
Commission's review.
6. Bannock County proposes to operate and maintain a 3.2 megawatt
("MW') (Maximum Capacity Amount) landfill gas to energy facility to be located near
Pocatello, ldaho. Bannock County will initially install a 1.6 MW generation unit and may
install another 1.6 MW generation unit within 60 months of the Operation Date, bringing
APPLICATION - 3
the Facility's tota! nameplate to 3.2 MW. The subsequent 1.6 MW generation unit is
subject to the conditions, rates, and remaining term of the ESA. The Facility will be a
QF under the applicable provisions of PURPA.
7. The nameplate rating of this Facility is 3.2 MW. As defined in paragraph
1.19 and paragraph 4.1.4 of the ESA, Bannock Countywill be required to provide data
on the Facility that ldaho Power will use to confirm that under normal and/or average
conditions, the Facility wil! not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the ESA, should the Facility exceed 10 aMW on a
monthly basis, ldaho Power will accept the energy (lnadvertent Energy) that does not
exceed the Maximum Capacity Amount but will not purchase or pay for this lnadvertent
Energy.
8. Bannock County has selected May 1, 2014, as the Scheduled Operation
Date. See Appendix B. Various requirements have been placed upon Seller in order
for Idaho Power to accept energy deliveries from this Facility. Idaho Power will continue
to monitor compliance with these requirements. ln addition, ldaho Power will monitor
the ongoing requirements through the full term of this ESA.
9. The ESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable Commission
Orders. Al! applicable interconnection charges and monthly operation and maintenance
charges under Schedule 72will be assessed to Bannock County.
10. A Schedule 72 Generator lnterconnection Agreement, or "GlA," between
Bannock County and ldaho Power was executed on August 21, 2012. PURPA QF
generation must be designated as a network resource ('DNR') to serve ldaho Powe/s
retail load on its system. ln order for the Facility to maintain its DNR status, there must
be a power purchase agreement associated with its transmission service request in
APPLICATION - 4
order to maintain compliance with ldaho Powef s non-discriminatory administration of its
Open Access Transmission Tariff (OATT) and maintain compliance with FERC
requirements.
11. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
all payments ldaho Power makes to Bannock County for purchases of energy wil! be
allowed as prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
12. ldaho 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; i.e., by written submissions rather than by hearing. RP 201
ef seg. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. 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 Randy C. Allphin
Julia A. Hilton, Corporate Counsel Energy Contract Administrator
Regulatory Dockets
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, Idaho 83707
dwal ker@ ida hopower. co m
i h i lton @ idahopower. com
dockets@id ahopower. co m
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
VI. REQUEST FOR RELIEF
14. ldaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
APPLICATION - 5
or rejecting the Energy Sales Agreement between ldaho Power and Bannock County,
without change or condition; and, if accepted, (3) declaring that all payments for
purchases of energy under the Energy Sales Agreement between ldaho Power and
Bannock County be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 5h day of December 2013.
APPLICATION - 6
Attomey for Idaho Power Company
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the Sth day of December 20131 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:
Therese Marchetti
Regulatory Compliance Manager
Bannock County Public Works Department
1500 North Fort Hall Mine Road
Pocatello, Idaho 83204
Hand Delivered
U.S. Mail
Overnight Mail
FAXX Email [e-mail]
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E -13-24
IDAHO POWER COMPANY
ATTACHMENT 1
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BANNOCK COL]NTY, IDAHO
TABLE OF CONTENTS
Article TITLE
I Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering and Telemetry
1l Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability;Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Govemmental Authorization
2l Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
ENERGY SALES AGREEMENT
(Other Facility l0 average Monthly MW or Less)
Project Name: Bannock County Solid Waste Department. Landfill Gas to Energy Project
Project Number: 413655 I 5
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on tti, /34 day of
2O/3 between BANNOCK COUNTY. IDAHO (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Quali$ing Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
L 1 "Authorized Asent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized offrcer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
t.2
1.3
t.4
1.5
1.6
of the Seller Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.39.
"eo!0nqission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Delay Damages" - ((Current month's lnitial Year Monthly Net Energy Amount of a particular
generation unit as specified in paragraph 6.2.1 divided by the number of days in the current
month) multiplied by the number of days in the Delay Period in the current month) multiplied by
the current month's Delay Price.
"Delav Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in Appendix E of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.9 "Desigrrated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
L 10 "Effective Date" - The date stated in the opening paragaph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.11 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable 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 (COr), methane (CH+), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfrr
t.7
1.8
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' 131
the reporting rights to these avoided emissions, such as REC Reporting fughts. REC Reporting
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
party at the REC purchaser'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 bill, and intemational or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with 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 pursuant 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.
l.l2 "fuiliIy" - That electric generation facility described in Appendix B of this Agreement.
l.l3 "First Enersy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV, for the initial generating unit, and the
Seller is capable of beginning delivery of energy to Idaho Power's system at the Point of
Delivery.
' Aroided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
l.l4 "Eerced_Qutage" - apartial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l)
equipment failure which was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
1.15 "Generation Interconnection Agreement (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
1 . 16 "Heav,v Load Hours" - The daily hours beginning at 7 :00 am, ending at I I :00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
l.l7 "lnadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
1.18
Ll9
more particularly described in paragraphT.5 of this Agreement.
"lnterconnection Facilities" - All equipment specified in the GIA.
"lnitial Capacitv Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 32697.
1.20 "Light Load Hours" - The daily hours beginning at l1:00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
l.2l "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.22 "Market Enersy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.23 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.24 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.25 "Metering Equipment" - All equipment specified in the GIA and this Agreement required to
measure, record and telemeter bi-directional power flows between the Seller's electric generation
plant and Idaho Power's system at the Point of Delivery to enable administration of this
Agreement.
1.26 "Mid- Columbia Market Ener&v Cost" - The monthly volume weighted average of the daily on-
peak and off-peak Platts Mid-Columbia Index (Platts Mid-C Index) activity for actual occurring
non-firm energy transactions as reported by Platts. If the Platts Mid-Columbia Index reporting is
discontinued by the reporting agency, both Parties will mutually a$ee upon a replacement index,
which is similar to the Platts Mid-Columbia Index. The selected replacement index will be
consistent with other similar agreements and a commonly used index by the electrical industry.
"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. Usually indicated on a nameplate attached to the individual machine
or device.
"Net Enersy" - All of the electric 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
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. Net Energy does not
include lnadvertent Energy.
1.29 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2, for the initial 1.6 MW generating unit, have been completed.
Subsequent generating unit(s) may be installed and be operational, bringing the facility total
capacity to 3.2 MW, within sixty (60) months of the Operation Date or the Delay Damages for
the additional 1.6 MW of capacity may apply.
1.30 "Other Facility" - In accordance with IPUC Order 32697 and Order 32802, a generation facility
that is not a Solar, Wind, Seasonal Hydro or Non-seasonal Hydro generation facility.
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
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effi ciently and economically.
1.33 "Renewable Energy Certificate" or "&Ee" 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 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
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.
1.35 "Schedule 72"-Idaho Power's TariffNo l0l, ScheduleT2or its successor schedules as
approved by the Commission.
1.36 "Securitv Deposit" - $45 per kW Nameplate Capacity of the total capacity of the initial
generation unit of the Facility (1.6 MW).
| .37 '(Season" - The three periods identified in paragraph 6.2. 1 of this Agreement.
1.38 "Wn_[JS.e" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.39 "Surplus Energy" - Is (l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than90%o of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6.2,then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.40 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in corurection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
2.1
2.2
3.1
3.2
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualiffing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifuing Facility status during the term of
this Agreement and Seller's failure to maintain Qualiffing Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualiffing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Other Facility Oualification - Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.30 of this Agreement. After initial qualification, Seller will take such
steps as may be required to maintain Other Facility status during the full term of this Agreement.
Idaho Power reserves the right to review the Other Facility status of this Facility and associated
support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary 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 certified QualiSing Facility and evidence of compliance with the eligibility to
be classified as an Other project as referenced in Commission Order 32697.
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
J.J
4.1
independent review, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion Letter. The Opinion Letter will be in a form
acceptable to Idaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Power's acceptance of the
form will not be unreasonably withheld. The Opinion Letter will be governed by and
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Submit to Idaho Power such data as Idaho Power may reasonably require to perform the
Initial Capacity Determination. Such data will include but not be limited to, Nameplate
Capacity, equipment specifications, prime mover data, resource characteristics, normal
andlor average operating design conditions and Station Use data. Upon receipt of this
information, Idaho Power will review the provided data and if necessary, request
additional data to complete the Initial Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility does not exceed l0 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
Nameplate Capacity rating of the generation units to be installed at this Facility
does not exceed 10 MW, it will be deemed that the Seller has satisfied the Initial
Capacity Determination for this Facility.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual generation units at this Facility exceeds l0 MW, Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed 10 average monthly MW in any month.
4.1.5 Nameplate Capacity - Submit to Idaho Power manufacturer'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 manufacturer's specified generation ratings for the specific
generation units.
4.1.6 Completion Certificate - Submit a certificate executed by an authorized agent of the
Seller attesting that all mechanical and electrical equipment of each generation unit of the
Facility has been completed to enable the generation unit to beginning testing and
delivery of Test Energy in a safe manner.
4.1.7 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIIL
4.1.8 Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.9 Network Resource Desisnation - Confirm that the Seller's Facility has been designated
as an Idaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 8 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(DNR) prior to Idaho Power accepting any energy from this Facility. Appendix
B item 8 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum Output and/or if Idaho Power transmission network
upgrades will be required. The results of this study process and any associated
10
5.1
costs will be included in the GIA for this Facility.
4.1.9.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating
this resource as an Idaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Energy Date. Therefore, Idaho
Power will begin this process 30 days prior to the Scheduled First Energy Date
specified in Appendix B of this Agreement and only after Idaho Power has
received confirmation that the GIA requirements have been completed. If the
Seller estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notifu Idaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the project be able to
deliver any energy to Idaho Power until such time as Idaho Power has designated
this project as an Idaho Power Network Resource.
4. l.l0 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 2O (not to
exceed 20 years) Contract Years from the Operation Date of the initial generation unit.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date for initial generation unit at the Facility.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
l1
5.2
electrical testing, for the initial generation unit, has been completed satisfactorily and
the Facility is able to provide energy in a consistent, reliable and safe manner.
Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
Maintenance (O&M) Policy, for the initial generation unit, as described in
Commission Order No.21690. These certificates will be in the form specified in
Appendix C but may be modified to the extent necessary to recognize the different
engineering disciplines providing the certificates.
Seller has requested an Operation Date, for the initial generation unit, from Idaho
Power in a written format.
Seller has received written confirmation from Idaho Power of the Operation Date for
the initial generation unit. This confirmation will not be unreasonably withheld by
Idaho Power.
OLeration Date Delay - Seller shall cause the Facility to achieve the Operation Date, for the initial
generation unit, on or before the Scheduled Operation Date, and subsequent generation unit(s)
within sixty (60) months of the Operation Date. Delays in the interconnection and transmission
network upgrade study, design and construction process that are not Force Majeure events
accepted by both Parties, shall not prevent Delay Damages or Termination Damages from being
due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and Idaho Power may
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damaees billins and oayment - Idaho Power shall calculate and submit to the Seller any
Delay Damages, for each specific generation unit, due to Idaho Power within 15 days after the
end of each month or within 30 days of the date this Agreement is terminated by Idaho Power.
Termination Damaees billine and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
c)
d)
e)
s.3
5.4
5.5
5.6
t2
5.7
terminated.
Seller shall pay Idaho Power any calculated Delay Damages or Termination Damages within 30
days of when Idaho Power presents these billings to the Seller. Seller's failure to pay these
damages within the specified time will be a Material Breach of this Agreement and Idaho Power
shall draw funds from the Security Deposit provided by the Seller in an amount equal to the
calculated damages,
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XXI, the Seller shall post liquid security
in a form as described in Appendix D equal to or exceeding the amount specified within this
Agreement as the Security Deposit. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Upon reaching the Operation Date of the initial unit (1.6 MW), the Security Deposit for
the initial generation unit will be refunded.
5.8.2 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay Damages and Termination Damages have been paid
in full to Idaho Power,
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
5.8
6.1
t3
6.2
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
Season I
March
April
May
Season 2
Season 3
July
August
November
December
June
September
October
January
February
kwh
550,000
570,000
580,000
600,000
580,000
560,000
570,000
550,000
540,000
600,000
580,000
540,000
6.2.2 Seller's Adjustment of lnitial Year Monthly Net Enerey Amounts
6.2.2.1 No later than the Operation Date, by written notice given
accordance with paragraph 25.L, the Seller may revise all
provided Initial Year Monthly Net Energy Amounts.
to Idaho Power in
of the previously
6.2.2.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three (3) months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power the Seller may revise all other previously provided
Net Energy Amounts, (3) the monthly Net Energy Amounts shall not exceed l0
average monthly MW. This information will be provided to Idaho Power by
written notice in accordance with paragraph 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 return electronic verification of receipt to the electronic notices
address specified in paragraph 25.1 no later than 5:00 PM of the 5'h day
following the end of the previous month. Failure to provide timely written notice
t4
of changed Net Energy Amounts will be deemed to be an election of no change
from the previously provided monthly Net Energy Amounts.
6.2.3 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 12.2.1or 12.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value 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
Deliveries.
TGU : Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Ds,, Actual hours the Facility's Net Energy deliveries were eitherr\urr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH : Actual total hours in the current month
Resulting formula being:
*3iH1".1-, =NEA (f ffixNEA)"(u# ))
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
t5
6.3
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension ofEnergy.
Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energ.v Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the nonlevelized energy price as specified in Appendix E.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price as specified in Appendix E.
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price as specified in Appendix E.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in Appendix E,
whichever is lower.
lnadvertent Enerey -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate no more than
10 average MW monthly and therefore does not intend to generate Inadvertent
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
t6
7.1
7.2
7.3
7.4
7.5
7.5.2
7.6
7.5.3 Delivering Inadvertent Energy to Idaho Power for 2 consecutive months and/or in any
3 months during a Contract Year will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement within sixty (60) days after the Material
Breach has occurred.
Pavment Due Date - Undisputed Energy payments, less any payments due to Idaho Power will be
disbursed to the Seller within thirty (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.
Continuine Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energv. lnc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122,695P.2d1261 (1985),AftonEnergy.Inc.v. IdahoPowerCompanv, 111Idaho925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Pursuant to Commission Order 32697 and32802 the Environmental Attributes and Renewable
Energy Certificates as defined within this Agreement and directly associated with the production
of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND TNTERCONNECTION
Desim of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full
term of the Agreement in accordance with the GIA.
7.7
8.1
9.1
l7
ARTICLE X: METERNG AND TELEMETRY
10.1 Metering - In accordance with the GIA and this Agreement Idaho Power shall, for the account of
Seller, provide, install, and maintain Metering Equipment to be located at a mutually agreed
upon location to record and measure power flows to Idaho Power. The Metering Equipment will
be at the location and the type required to measure, record and report the Facility's Net Energy,
Station Use, Surplus Energy, lnadvertent Energy and maximum energy deliveries (kW) at the
Point of Delivery in a manner to provide Idaho Power adequate energy measurement data to
administer this Agreement and to integrate this Facility's energy production into the Idaho Power
electrical system.
10.2 Telemetry - ln accordance with the GIA and this Agreement, Idaho Power will install, operate
and maintain, at Seller's expense, communications and telemetry equipment which will be
capable of providing Idaho Power with continuous instantaneous telemetry of Seller's Net Energy
and Inadvertent Energy produced and delivered to the Idaho Power Point of Delivery to Idaho
Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
ll.1 MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties of total generation, Net Energy, Station Use, Surplus
Energy, lnadvertent Energy and maximum generation (kW) records in a form and content
acceptable to Idaho Power and retain the monthly record for a period of five years.
1,1.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
lnadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
l8
t2 .l
GIA.
12 .2 Acceptance of Energy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net
12.2.2
Inadvertent Energy which would have otherwise been produced
delivered by the Seller to the Point of Delivery:
a.) If energy deliveries are intemrpted due an event
Energy or accepting
by the Facility and
of Force Majeure or
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR 9292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or lnadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery 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
b.)
c.)
d.)
12.2.3
l9
t2.3
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 damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, Seller may, after giving notice as
provided in paragraph 12.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the Forced Outage for a period of not less than 48 hours to correct the
Forced Outage condition ("Declared Suspension of Energy Deliveries"). The Seller's
Declared Suspension of Energy Deliveries will begin at the start of the next full hour
following the Seller's telephone notification as specified in paragraph L2.3.2 and will
continue for the time as specified (not less than 48 hours) in the written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occurred, the Net Energy Amount will be adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determine Idaho Power's acceptance
of the described Forced Outage as qualifuing for a Declared Suspension of Energy
20
t2.4
Deliveries as specified in paragraph 12.3.1. Idaho Power's acceptance 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 Facility.
Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
l3.l lndemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affrliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party'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 Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifying Party shall pay all documented costs, including reasonable attomey 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 carry
insurance as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
22
the particulars of the occulrence.
(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
occulTence.
ARTICLE XV: LIABILITY: DEDICATION
I 5. I 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 Party 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.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
17 .l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
23
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 XVIII: CHOICE OF LAWS AND VENUE
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 District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
l9.l
ARTICLE XIX: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
t9.2.2
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifuing the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the 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 occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
24
t9.3
20.1
Material Breach then that cure shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
19.3.2
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
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 O&M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply ldaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. 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 will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
19.3.3
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
25
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A transfer or change in the person or entities who control ten
percent or more of the equity securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior written consent of
Idaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. 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 XXIII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
26
ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Therese Marchetti
Regulatory Compliance Manager
Bannock County Public Works Department
1500 N. Fort Hall Mine Road
Pocatello, Idaho 83204
Telephone: [phone]
Cell: [phone]
Facsimile: [phone]
E-mail : [e-mail]
To Idaho Power:
Orisinal document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email : [e-mail]
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
27
25.2 AuthorizedAeent(s)
Dan Cooeland. Public Works Director
Therese Marchetti. Reeulatory Compliance Mana ger
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative 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 orders or other laws or regulations
relating to equal opportunity for employment on govemment contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
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 Prior to the Seller executing this Agreement, the Seller shall have:
a) Filed for interconnection of this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Received and accepted an interconnection and transmission capacity
feasibility study for this Facility.
c) Acknowledged responsibility for all interconnection costs and any costs
associated with acquiring 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
28
executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination 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 transmission
costs, processes or schedules.
d) Provide acceptable and verifiable evidence to Idaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order 32817 provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal
Hydro Facilities, Other Facilities, Solar Facilities, and Wind Facilities,
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Other Facility Energy Prices
Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
28.1
ARTICLE XXVIII: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter29.1
29
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties conceming the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Bannock County
Bv K,l€fu
Karl E. Anderson (Chairman)
"Idaho Power"
Dated
Dated
",\_r6_20/3
"Seller"
/=c> to 2
"Seller"
Sr. Vice President, Power Supply
30
Howard Manwaring
Dated ttlrltl
31
APPENDX A
A _1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility'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 Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may 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:
32
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
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 *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outnut
Station
Usase
*
I
2
3
4
5
6
7
Breaker Ooening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
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 Energy Sales
Agreement to which I am a Party.
Signature
33
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 Metering 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 administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Management
Name:
Telephone Number:
Cell Phone:
Therese Marchetti
[phone]
(208) 251-3sOs
24-Hour Project Operational Contact
Name:
Cell Phone:
Derrick Going
(208) 33e-s771
Proj ect On-site Contact information
Name:Derrick Going
Telephone Number: [phone]
34
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Bannock County Solid Waste Department. Landfill Gas to Energy Project
Project Number: 4 13655 I 5
B-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of all
generation units to be included in the Facility.)
The project shall initially install a 1.6 MW generation unit and within sixty (60) months of the
Operation Date may install another 1.6 MW generator unit. The additional generator units at this
location. up to a total of 3.2 MW that would make use of the Bannock County landfill as a fuel
source. shall be required to be an expansion to the Facility under this Agreement.
Nameplate Capacity: Initial Unit 1.6 MW. Subsequent Unit 1.6 MW. Total3.2 MW
Var Capability (Both leading and lagging of initial unit): Leading is 0.85 Lagging is 0.52
B-2 LOCATION OF FACILITY
Near: Pocatello.Idaho
Actual or nearest physical street address: 1500 N. Fort Hall Mine Road. Pocatello. Idaho 83204
GPS Coordinates: 42.783N. I12.373W State: Idaho County: Bannock
Descrintion of Interconnection Location: Fort Hall Mine Road Landfill
B.3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected Februar.v l. 2014 as the Scheduled First Energy Date.
Seller has selected May 1. 2014 as the Scheduled Operation Date.
ln making these selections, Seller recoguizes 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.
35
B-6
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 3.2 lvIW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
B.5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point where the Seller's
Facility energy is delivered to the Idaho Power electrical system. The GIA will determine the
specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2%o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
36
8.7 METERING AND TELEMETRY
The GIA and this Agreement will determine the specific metering and telemetry requirements for
this Facility. At the minimum the Metering Equipment and Telemetry equipment must be able to
provide and record hourly energy deliveries to the Point of Delivery and any other energy
measurements required to administer this Agreement. These specifications will include but not
be limited to equipment specifications, equipment location, Idaho Power provided equipment,
Seller provided equipment, and all costs associated with the equipment, design and installation of
the Idaho Power provided equipment. Seller will arrange 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 facility capable of providing Idaho
Power with continuous instantaneous information on the Facility's energy production. Idaho
Power provided equipment will be owned and maintained by Idaho Power, with total cost of
purchase, installation, operation, and maintenance, including administrative cost to be reimbursed
to Idaho Power by the Seller. Payment of these costs will be in accordance with the GIA and the
total metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in the GIA or Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource ("DNR"). Federal Energy
Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to the Seller's Facility, Idaho Power's
ability to file the DNR application in a timely manner 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 DNR status for this Facility, the Seller shall have l) filed a
Generation Interconnection application, 2) submitted all information required by Idaho Power to
37
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can significantly impact ldaho Power's ability and cost to affain the DNR 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.
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
L 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 Bannock County as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility
is the
No.
subject of the Agreement
and is
hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section TownshipRange-)BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _ 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.
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, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
39
9. That Engineer recogni26s that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hisiher hand and seal below.
By
(P.8. Stamp)
Date
40
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself/herself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
L 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.
referred to as the "Project".
and hereinafter
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 fumish electrical energy
to Idaho Power for a _ 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.
4t
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement,
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned behalf of himself/herself and
"Engineer", hereby states andhereinafter collectively referred to as
certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement",
1.
2.
between as Seller, dated ,
aJ.That the cogeneration or small power production project, which is the subject of the
Idaho Power Company Facility No _Agreement and this Statement, is identified as
and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section
5.
Township Range _) Boise Meridian, _ County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
Idaho Power as Buyer, and
energy to Idaho Power for a 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
furnished Interconnection Facilities and other Project facilities and equipment.
43
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Elechical 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
termsoftheAgreementandwithPrudentElectrica1Practicesfora-yearperiod.
11. That Engineer recognizes that ldaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.8. Stamp)
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfy the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose 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 of Idaho 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 Services, lnc. shall be deemed to
have acceptable financial creditworthiness.
L Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest eamed associated with
establishing and maintaining the escrow account(s).
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
+5
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
APPENDIX E
OTHER FACILITY ENERGY PRICES
E-l Base Enersy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the non-levelized energy price in accordance with Commission
Order 328L7 dated May, 29,2013 with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh MillslkWh Mills&WhYear
2013
2014
20t5
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
22.82
25.31
39.44
43.25
45.38
48.09
50.07
51.70
54.14
56.93
59.30
60.51
61.77
63.00
63.94
65.46
67.t3
68.82
70.88
73.22
75.68
78,86
82.79
37.26
4t.33
64.39
70.62
74.08
78.51
81.75
84.41
88.39
92.9s
96.82
98.79
100.85
102.86
104.39
106.87
109.59
112.37
t15.72
l19.55
r23.55
r28.75
t35.17
31.05
34.44
53.65
58.85
61.74
6s.42
68.12
70.34
73.66
77.46
80.69
82.32
84.04
85.72
86.99
89.06
91.33
93.64
96.43
99.63
102.96
t07.29
112,64
47
APPENDIX E
OTHER FACILITY ENERGY PRICES
E-2 Base Enere.v Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
32817 dated May, 29,2013 with seasonalization factors applied:
Season l -(73.50%) Season2-(120.00%) Season3 -(100.00%)
Mills/kWh Mills/kWh Mills/kWhYear
2013
2014
2015
20t6
20t7
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
17.47
19.96
34.09
37.90
40.03
42.74
44.72
46.35
48.79
51.58
53.95
55.1 6
56.42
57.65
58.59
60.1 I
61.77
63.47
65.53
67.87
70.33
73.51
77.44
28.52
32.59
55.65
61.88
65.35
69.77
73.01
75.68
79.66
84.22
88.09
90.05
92.11
94.12
95.66
98.1 3
100.86
103.63
106.98
I10.81
114.82
120.01
126.44
23.77
27.t6
46.37
51.57
54.46
58.14
60.84
63.06
66.38
70. l8
73.41
75.04
76.76
78.44
79.71
81.78
84.05
86.36
89.15
92.35
95.68
100.01
105.36
48
t?
APPENDX E
OTHER FACILITY ENERGY PRICES
E-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 32817 dated May, 29,2013 with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
MillslkWh Mills/kWh Mills/kWhYear
2013
2014
2015
2016
2017
201 8
20t9
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
20.44
22.93
37.0s
40.87
42.99
45.70
47.69
49.32
5t.76
54.55
56.92
58.1 3
59.39
60.62
61.56
63.08
64.74
66.44
68.50
?0.84
73.30
76.48
80.41
33.37
37.44
60.50
66.73
70.20
74.62
77.86
80.52
84.50
89.07
92.94
94.90
96.96
98.97
100.50
102.98
105.71
108.48
l l l.83
115.66
t19.67
124.86
l3 1.28
27.81
3r.20
50.41
55.61
58.50
62.18
64.88
67.10
70.42
74.22
77.45
79.08
80.80
82.48
83.75
85.82
88.09
90.40
93.r9
96.39
99.72
104.05
109.40
49
lrr
a
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l.All insurance required by this Agreement shall be placed with Idaho Counties Risk
Management Program ("ICRMP").
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately noti$ Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these lnsurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate
this Agreement.
Prior to the First Energy date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement. Alternatively, language in the Certificate of lnsurance
issued by ICRMP stating, "If the below listed Certificate Holder is named as a party to a
lawsuit solely because of its relationship with the Insuring Pool Participant and not as a result
of its own conduct, ICRMP will accept a tender of its defense, until determination of liability.
The below listed Certificate Holder as Loss Payee as their interest may appear" shall satisff
the requirements of this paragraph number 3.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
2.
J.
4.
50
limits equal to $1,000,000, each occlurence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance lndustry Utility practices for similar
property. Alternatively, the Certificate of lnsurance issued by ICRMP stating split limits of
up to $500,000 or current policy limits for claims brought pursuant to the Idaho Tort Claims
Act and up to $3,000,000 or current policy limits for all other covered liability claims shall
satisff the requirements of this paragraph number 4.
51