20140430Application.pdf

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An IDACORP Companv
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DONOVAN E. WALKER
Lead Counsel
dwalker@i dahooower. com
April 30, 2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
47 2 W est Wash i ngton Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-OT
Head of U Canal Project - ldaho 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.
Very truly yours,
DEW:csb
Enclosures
1221 W ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa I ker@ id a hopower. co m
Attorney for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
NORTH SIDE ENERGY COMPANY, INC.,
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE HEAD OF
U CANAL PROJECT.
ai
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC.E-14-07
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 North Side Energy Company, lnc. ("NSEC" or "Se!le/') under
which NSEC would sell and ldaho Power would purchase electric energy generated by
the Head of U Canal Project ("Facility") located near Jerome, ldaho.
In support of this Application, ldaho Power represents as follows:
APPLICATION - 1
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.
2. The ESA, dated April 23, 2014, was signed by NSEC on April 18, 2014,
and was signed by ldaho Power on April 23, 2014. 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 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.
4. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
APPLICATION - 2
The Commission further established and defined numerous contract terms and
conditions for standard power purchase agreements entered into between regulated
utilities and 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 April 23,2014, ldaho Power and NSEC entered into an ESA pursuant
to the terms and conditions of the various Commission orders applicable to this PURPA
agreement for a Seasonal Hydro project. Order Nos. 32697 and 32737. A copy of the
ESA is attached to this Application as Attachment 1. Under the terms of this ESA,
NSEC elected to contract with ldaho Power for a Z}-year term using the non-levelized
other 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 executed by
NSEC on April 18,2014. lt was subsequently executed by ldaho Power on April 23,
2014, and now filed for the Commission's review.
6. NSEC proposes to operate and maintain a 1.28 megawatt ("MW")
(Maximum Capacity Amount) Seasonal Hydro energy facility to be located near Jerome,
ldaho. The Facility will be a QF under the applicable provisions of PURPA.
7. The nameplate rating of this Facility is 1.28 MW. As defined in paragraph
1.20 and paragraph 4.1.4 of the ESA, NSEC will be required to provide data on the
APPLICATION.3
Facility that Idaho Power will use to confirm that under normal and/or average
conditions, the Facility will 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 wil! not purchase or pay for this lnadvertent
Energy.
8. NSEC has selected May 1, 2015, as the Scheduled Operation Date.
Appendix B. Various requirements have been placed upon Seller in order for ldaho
Power to accept energy deliveries from this Facility. ldaho Power will continue to
monitor compliance with these requirements. In addition, Idaho 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.
All applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72will be assessed to NSEC.
10. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GIA," between NSEC and ldaho
Power was executed on July 29, 2013. 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 order to maintain compliance with
APPLICATION - 4
ldaho Poweds 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 Idaho Power makes to NSEC for purchases of energy will 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. lf, however, the Commission determines that a technica! 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
ldaho Power Company
1221West Idaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
Randy C. Allphin
Energy Contract Adm inistrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ra I I ph i n@ idahopower. com
V!. 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
or rejecting the Energy Sales Agreement between ldaho Power and NSEC, without
APPLICATION - 5
change or condition; and, if accepted, (3) declaring that all payments for purchases of
energy under the Energy Sales Agreement between ldaho Power and NSEC be allowed
as prudently incuned expenses for ratemaking purposes.
Respectfully submitted this 30th day of April 2014.
AN E. WALKER
Attorney for ldaho Power Company
APPLICATION .6
CERTIFICATE OF SERVICE
! HEREBY CERTIFY that on the 30th day of April 2014 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:
Head of U Canal Project
Alan W. Hansten, Manager
North Side Canal Company
921 North Lincoln
Jerome, ldaho 83338
Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
Christa Bearry, Legal
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-07
IDAHO POWER COMPANY
ATTACHMENT 1
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANIY
AND
NORTH SIDE ENERGY COMPANY
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, Metering Communications and SCADA Telemetry
1l Records
12 Operations
13 lndemnification and Insurance
14 Force Majeure
15 Liability;Dedication
16 Several Obligations
17 Waiver
l8 Choice of Laws and Venue
19 Disputes and Default
20 Governmental 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 - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Energy Prices
Appendix F - Non-Seasonal Hydro Facility Energy Prices
AppendixG - InsuranceRequirements
ENERGY SALES AGREEMENT
(Seasonal Hydro Facility 10 average Monthly MW or kss)
Project Name: Head of U Canal Project
Project Number: 201 40328
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on ,n dry ot
&.r, | 20lt between NORTH SIDE ENERGY COMPANY, an ldaho corporation (Seller), and
IDAHO POWER COMPAIIY, 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 Qualifring 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:
Ll "Authorized Agent" - a pe,rson 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 ofthe Seller for all purposes,
until such time as an authorized officer 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
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.2 "Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.41.
1.3 "Commission" - The Idaho Public Utilities Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.5 "Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
1.6 "Delay Damages" - ((Current month's Initial Year Monthly Net Energy Amount 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.
1.7 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by tdaho Power.
1.8 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in the applicable Appendix E or Appendix F of this
Agreement. If this calculation results in a value less than 0, the result of this calculation will be 0.
1.9 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.10 "Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.1 I "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offbets,
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, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations lntergovernmental 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 Rights. 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 international 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 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1.13 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V and the Seller is capable of beginning
delivery of energy to Idaho Power's system at the Point of Delivery.
l.l4 "Forced Outase" - a partial 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
I Alroided 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.
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l)
equipment failure which was p! 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, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
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 "Generation Unit" - a complete hydro electrical generation system within the Facility that is able
to generate and deliver energy to the Point of Delivery independent of other Generation Units
within the same Facility.
l.l7 "Heavy Load Hours" - The daily hours beginning at7:00 am, ending at I l:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
I . I 8 "lnadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
l.l9 "Interconnection Facilities" - All equipment specified in the GIA.
1.20 "lnitial Capacity Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 32817.
l.2l "Light Load Hours" - The daily hours beginning at I l: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.
1.22 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.23 "Market Enersy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
1.24
t.2s
Energy Cost.
"Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.26 "Mid- Columbia Market Energy Cost" - 82.4yo of the monthly arithmetic average of the
Intercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg
reported prices. The actual calculation being:
Mid-Columbia Market Energy Cost: .824 * ((ICE Mid-C Peak Avg * Heavy
Load Hours for each day of the month) + (ICE Mid-C Off-Peak Avg * Light
Load Hours for each day of the month)) / total hours in the month)
If the ICE Mid-Columbia Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia Index.
The selected replacement index will be consistent with other similar agreements and a commonly
used index by the electrical industry.
1.27 "Nameplate Capacitv" -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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.28 "Net Energy" - All of the electric energy produced by the Facility, less Station Use 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 "Non-seasonal Hydro Facility" - in accordance with Commission Order 32802, a hydro
generating Facility that does not qualiff as a Seasonal Hydro Facility as defined in paragraph 1.38
of this Agreement.
1.30 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.31 "Point of Delivery" - The location specified in the GIA and referenced 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, efficiently 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 Tariff No 101, ScheduleT2 or its successor schedules as
approved by the Commission.
1.36 "Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
1.37 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.38 "Seasonal Hydro Facility''- in accordance with Commission Order 32802, a hydro electric
generating Facility that delivers to Idaho Power total Net Energy of at least 55% of its calendar
year annual Net Energy during the months June, July and August.
1.39 "Seasonal Hydro Facility Eligibility Test Periods" - Beginning with the first full calendar year
after the Operation Date, each five (5) calendar year consecutive period. If the term of this
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time from the end of the last fulI five (5) calendar year consecutive period and
the expiration date of this Agreement.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"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 I l0% 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 ldaho 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 ldaho Power electrical system prior to the Operation Date.
"Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELL{NCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
1.40
t.41
1.42
2.1
2.2
3.1
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.
ARTTCLE 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 ldaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifying Facility Status - Seller warrants that the Facility is a "Qualifuing 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 Qualifying Facility status during the term of
this Agreement and Seller's failure to maintain Qualifying Facility status will be a Material
Breach of this Agreement. ldaho Power reserves the right to review the Facility's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifring conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC") for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifying conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
3.2
3.3
3.4 Seasonal Hydro Facility Oualifications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph 1.38 of this Agreement. After initial qualification,
Seller will take such steps as may be required to maintain the Seasonal Hydro Facility status
during the full term of this Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
will result in this Facility being reclassified as a Non-seasonal Hydro Facility for the remaining
Term of this Agreement. Idaho Power reserves the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at anytime during the
term of this Agreement.
ARTICLE TV: 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, determinations and 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, l8
CFR292.201 et seq. as a certified Qualifying Facility and evidence of compliance with
the eligibility to be classified as a Seasonal Hydro Facility as defined in paragraph 1.38 of
this Agreement.
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, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
4.1
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 Initial Capacitv Determination - 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 and/or 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 lnitial Capacity Deterrnination
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 10 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
actual individual Generation Units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
Nameplate Capacity rating of the Generation Units to be installed at this Facility
does not exceed l0 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 10 MW, Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed l0 average monthly MW in any month.
4.1.5 Nameplate Capacitv - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
l0
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 XIII.
4.1.8 Interconnection - Provide written confirmation from ldaho 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 Designation - 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
(DI.IR) prior to Idaho Power accepting any energy from this Facility. Appendix
B item 8 provides information on the initial application process required to
enable ldaho 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
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
11
5.1
5.2
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.
4.1.10 Written Acceptance - Request and obtain written confirmation from ldaho 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 twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date at this Facility.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
t2
5.3
Maintenance (O&M) Policy as described in Commission Order No.21690. These
certificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
d) Seller has requested an Operation Date from ldaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
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 construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or 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 ldaho Power may
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damaqes billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within l5 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power. Seller shall have the opportunity to contest
and request an accounting of any damages incurred by Idaho Power within l0 days after receipt
of any Delay Damages billing.
Termination Damages billing 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
terminated. Seller shall have the opportunity to contest and request an accounting of any
damages incurred by ldaho Power within 10 days after receipt of any Termination Damages
billing.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
13
5.4
5.5
5.6
5.7
5.8
within 15 days from when Idaho Power presents these final adjusted billings to the Seller. Final
adjusted billing being the original billing adjusted to reflect any mutually agreed to changes from
the original billing. 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 and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by Idaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and ldaho Power may terminate this
Agreement.
5.8.1 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 final adjusted Delay 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 lnadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery.
Net Energy Amounts - Neither the initial year's monthly Net Energy amounts nor any adjusted
monthly Net Energy amounts provided during the term of this Agreement shall exceed 10 average
monthly MW nor be greater than the Maximum Capacity (measured in kW) multiplied by the
hours in the applicable month.
6.1
6.2
l4
6.2.1 Initial Year Monthly Net Energy Amounts - Seller intends to produce and deliver Net
Energy in the following monthly amounts:
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
0
129,000
677,000
875,000
875,000
0
0
755,000
730,000
253,000
0
0
Season 3
6.2.2 Seller's Adjustment of Initial Year Monthly Net Energ_v Amounts - Prior to the Operation
Date, the Seller may revise all of the previous initial year monthly Net Energy Amounts
by providing written notice to Idaho Power in accordance with paragraph 25.1.
6.2.3 Seller's Adjustment of Monthly Net Energy Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Net Energy Amounts by
providing written notice no later than 5 PM Mountain Standard time on the last business
day of the Notification Month specified in the following schedule:
Notification Month Future monthly Net Energy
Amounts elieible to be revised
November
December
January
February
March
April
May
June
July
August
September
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
15
October December and any future months
a.) This written notice must be provided to Idaho Power in accordance with
paragraph 25.1 or by electronic notice provided and verified via return electronic
verification of receipt to the electronic notices address specified in paragraph
25.t.
b.) Failure to provide timely written notice of changed Net Energy Amounts will be
deemed to be an election of no change from the most recently provided Net
Energy Amounts.
6-2.4 Idaho Power Adiustment 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 12.2.1 or 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 ldaho 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.
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.
b.)
t6
RSH Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
: Actual total hours in the current month
Resulting formula being:
Adiusted
Nei Energy NEA
Amount
x NEA ) x(-# ))( r '*,*
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension ofEnergy.
Failure to Deliver Minimum Net Energy Amounts - 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 Energy Heav.v Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price
as specified in the applicable Appendix E or Appendix F.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly nonJevelized Base Energy Light Load Purchase Price as
specified in the applicable Appendix E or Appendix F.
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy as specified in the
applicable Appendix E or Appendix F.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
t7
7.1
7.2
7.3
7.4
7.5 Inadvertent Energy -
7.5.1
7.5.2
7.5.3
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 lnadvertent Energy.)
Although Seller intends to design and operate the Facility to generate no more than
l0 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 lnadvertent Energy.
Delivering lnadvertent 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.
7.6 Seasonal Hydro Facility eligibility - If the Facility fails to satisfy the Seasonal Hydro Facility
Qualifications specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.6.I Annual elieibility audits - On or before February 15th of the year following the first full
calendar year after the Operations Date and for every calendar year thereafter, Idaho
Power will divide the total of the actual Net Energy received from the Facility for the
months of June, July, and August by the total Net Energy received for that same calendar
year to establish a percentage of energy deliveries for the months of June, July and
August. Any reduction in energy deliveries due to Forced Outages, planned or unplanned
maintenance, Force majeure or any other reduction in energy deliveries will result in
18
reduction of both the numerator and the denominator in this calculation, therefore no
adjustment to this calculation is required for these events.
7.6.1.1 If this percentage is greater than or equal to 55o it will be deemed that the
Facility has met the requirements to be classified as a Seasonal Hydro Facility for
that calendar year.
7 .6.1.2 If this percentage is less than 55oh,Idaho Power will provide notification to the
project of the Facility's failure to meet the Seasonal Hydro Facility requirements
for the calendar year being reviewed. For any calendar year that the Facility fails
to meet the Seasonal Hydro Facility requirements, the monthly energy payments
for that calendar year will be recalculated to reflect the Non-Seasonal Hydro
Facility energy prices as contained within Appendix F of this Agreement and any
overpayments will be collected from the Facility in equal monthly payments over
the remaining months of the current calendar year. If the Facility fails to meet the
Seasonal Hydro Facility requirements for the second to last calendar year of the
contract term, then the monthly energy payments for the remaining term of the
contract will be priced according to the Non-Seasonal Hydro Facility Energy
Prices specified in Appendix F.
7.6.1.3 If the Facility fails to achieve this percentage of 55%o for at least three (3)
calendar years during any Seasonal Hydro Facility Eligibility Test Period the
Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Energy Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to Idaho Power will be disbursed to the Seller within thirty (30) days of the date which Idaho
7.7
l9
7.8
Power receives and accepts the documentation of the monthly Base Energy and Surplus Energy
actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission.This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
ldaho Power Company v. Idaho Public Utilities Commission and Afton Energy" Inc., 107 ldaho
781, 693 P.2d 427 (1984), Idaho Power Company v. ldaho Public Utilities Commission, 107
Idaho I 122, 695 P.2d I 261 (1985), Afton Energy. Inc. v. Idaho Power Company, I 1 1 ldaho 925,
729 P.zd 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 INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement in accordance with the GIA.
ARTICLE X: METERING. METERTNG COMMTINICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy, Station Use, Inadvertent Energy, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
8.1
9.1
10.1
20
integrate this Facility's energy production into the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GlA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Meterins Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - ln addition to the requirements
of paragraph 10.1 and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 andthe GIA.
ARTICLE XI - RECORDS
ll.l MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, lnadvertent Energy and maximum hourly generation in
(kW) and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period ofnot less than five years.
21
ll.2 lnspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, lnadvertent Energy and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enersy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.)If energy deliveries are intemrpted due an event 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 $292.304
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 Inadvertent Energy deliveries is necessary because ofline
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.
12.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
22
b.)
c.)
d.)
lnterconnection 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.
12.2.3 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
Material Breach of this Agreement.
12.2.4 If ldaho 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 or Appendix F. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Seller Declared SusLension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided rn
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("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 12.3.2 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.
23
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, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Energy Deliveries, and the reduced level (kW)
of energy deliveries the Facility is requesting that will be set as the maximum energy
deliveries to Idaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
qualiffing for a Declared Suspension of Energy Deliveries as specified in paragraph
12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 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 plarured 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
24
schedule.
12.5 Idaho Power Maintenance lnformation - 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. The Seller and Idaho Power may, to the
extent practical, coordinate their respective line and Facility maintenance schedule to minimize
the impact to the other party.
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 Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the 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 indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix G.
25
t4.t
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise ofdue 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:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occrurence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occlurence.
' (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
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.
r5.l
26
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 [daho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.l 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 Agteement 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: WATVER
17 .l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
l8.l 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.
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l 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.
27
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an u'event of default"), the non-defaulting Party shall cause notice in
19.3
t9.2.2
19.3.2
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 lnsurance - Evidence of compliance with the provisions of Appendix G. If Seller fails
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 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
Material Breach then that cure shall apply.
to comply, such failure will be a Material Breach.
Enqineer'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 / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
19.3.3
28
paragraph 4.1.1 of this Agreement. ln addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. 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, licenses and
determinations 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
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
2t.L
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 puposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the 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
29
23.r
24.t
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
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED 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:
Alan W. Hansten. Manager
North Side Enere.v Company
921 North Lincoln
Jerome.ID 83338
Qou324-231e
Qo8)329-948s
ahansten@ cableone. net
Name:
Address:
Telephone:
Cell:
E-mail:
30
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email : [e-mail]
Copy of document to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail : rallphin@ idahopower.com
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
Name Title
Alan W. Hansten Manager
Shawn Sauer Assistant Manager
John Beukers President
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 Prior to the Seller executing this Agreement, the Seller shall have:
3l
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 Designated Network Resource. If final interconnection or transmission
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Termination Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission 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.
26.2 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Energy Prices
Appendix F - Non-Seasonal Hydro Facility Energy Prices
AppendixG - InsuranceRequirements
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
32
28.1
in all other respects as if the invalid or unenforceable term or provision were omitted.
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 XXD(: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
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 North Side Energy Company
Dated al-/Q-Lot(
"Idaho Power"o'Seller"
Sr. Vice President, Power Supply
JJ
APPENDIX A
A _I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
ldaho 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 ldaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual pa)rment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
34
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTIILY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State Z'rp
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
Output
Station
Usage
*
I
2
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilify
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
35
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:Alan W. Hansten
TelephoneNumber: (2081324-2319
Cell Phone: (208\ 329-9485
24-Hour Project Operational Contact
Name:Shawn Sauer
Telephone Number: (.208\ 324-2319
Cell Phone: [phone]
Project On-site Contact information
Name:Dustin Sears
Telephone Number: (.208\ 732-1976
Cell Phone: [phone]
36
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Head of U Canal Project
Project Number: 20140328
B-I 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.)
_*Please provide detailed description offacility, type of units, manufacturer, intake, tailrace
and penstock design, lay of the land, etc. The facility has eisht (8). model # TM-10 MAVEL
siphon type hydroelectric turbines that use the irrigation water in the main canal of the North Side
Canal Company to generate electricity. The turbines are mounted on a concrete wall that
separates the upper forebay water from the lower tailrace water. The turbines along with a
vacuum pump. create a siphon effect to start the flow of water through the siphon. Water is
drawn from the concrete forebay. passes over the wall via a conduit with the enclosed turbine
runner. and discharges into a concrete tailrace basin. Once flow is established in the siphon the
vacuum pump is shut off.
The turbines will each have a set maximum flow rate under which thev'll operate. As flows
increase in the spring in the canal. each generator will be started to accommodate the flow. When
flows are fully ramped up to approximately 1.200 CFS. all turbines will be qenerating electricity.
Forebay level control is accomplished by by Langmann gates with electronic controls that operate
on 24 volt power with battery backup.
Nameplate: 160 kW each unit for a facility total of 1.28 MW
Var Capability (Both leading and lagging) Leading is 0 kVAR Lagging is 490 kVAR
B-2 LOCATION OF FACILITY
Near: North of Jerome Butte
Actual or nearest physical street address 650 East 275 North. Jerome
GPS Coordinates: Latitude Decimal Degrees 42.7628' North Longitude Decimal Degrees
I14.3903' West
State: Idaho County: Jerome
Description of lnterconnection Location: Head of U Canal
37
B-5
8.3 SCHEDULED FIRST ENERGY AND OPERATION DATE
B-4
Seller has selected April 1. 2015 as the Scheduled First Energy Date.
Seller has selected May 1. 2015 as the Scheduled Operation Date.
ln making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
MAXIMI]M CAPACITY AMOUNT:
This value will be 1.28 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GlA. 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.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of 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.
8.6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the ldaho 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 ldaho Power with the electrical equipment specifications (transformer loss
38
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 or Seller 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.
B-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 ldaho
Power with continuous instantaneous inforrnation 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 ldaho 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
39
Regulatory Commission (*FERC") rules require ldaho 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, ldaho 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 ldaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation lnterconnection application, 2) submitted all information required by Idaho Power to
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 Idaho Power's ability and cost to affain the DNR designation for
the Seller's Facility and the Seller shall bear the costs ofany ofthese delays that are a result
of any action or inaction by the Seller.
40
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himselflherself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
ldaho 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.
hereinafter referred to as the "Project."
and is
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-)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.
4l
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, true and accurate to the best of
hiVtrer knowledge and thenefore sets his/her hand and seal below.
(P.E. Stamp)
Date
42
APPENDX 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
ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility No.
is the subject of the Agreement
and 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.
43
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, effrciency and plant factor for the remaining
years of the Agreement.
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, true and accurate to the best of
his/her knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned behalf of himself/herself
"Engineer", hereby states
and
hereinafter 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",
and
l.
2.
between Idaho Power as Buyer, and
3.That the cogeneration or small
Agreement and this Statement, is identified as
and is hereinafter referred to as the "Project".
as Seller, dated
power production project, which is the subject of the
Idaho Power Company Facility No _
4.
Section
5.
That the Project, which is commonly known as the Project, is located in
Township Range _, Boise Meridian, _ County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a year period.
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.
45
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that terrn 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
termsoftheAgreementandwithPrudentElectricalPracticesfo.a-yearperiod.
11. That Engineer recognizes that Idaho 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/trer hand and seal below.
(P.E. Stamp)
Date
By
46
APPENDD( 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 satisff the Security Deposit requirement and any other security requirements within this
Agteement.
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, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. 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 ldaho 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 earned associated with
establishing and maintaining the escrow account(s).
47
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
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 [rtter 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.
48
E-1
APPENDX E
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.2 MW of Capacity)
Base Energy 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 with seasonalization factors applied:
Season | - (73.50 %) Season 2 - (120.00 o/o) Season 3 - (100.00 %)
MillslkWh Mills&Wh MillslkWhYear
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
58.03
62.r1
64.51
67.50
69.77
71.69
74.42
77.51
80.18
81.69
83.26
84.81
86.07
87.91
89.91
91.94
94.33
97.02
99.82
103.36
1.07.65
tt2.t3
1t6.75
94.74
101.41
105.33
tto.21
113.91
117.05
tzt.51
t26.55
130.91
t33.37
135.94
138.46
140.52
143.52
146.78
150.10
154.01
158.40
162.97
168.75
175.76
183.07
190.61
78.95
84.51
87.77
91.84
94.93
97.54
t01.25
105.46
109.09
I I 1.14
113.28
115.39
117.10
119.60
122.32
tzs.09
128.34
132.00
13s.81
t40.62
t46.46
t52.56
r58.85
49
E-2 Base Enerey Light Load Purchase Price - For all Base Energy received during Light t oad Hours,
Idaho Power will pay the non-levelized encrgy price in accordance with Commission Order
32817 with seasonalization factors applied:
Season I - (73.50o/o)
Mills/kwb
52.68
56.76
59.16
62.15
il.42
66.34
69.07
72.16
74.83
76.34
77.91
79.46
84.72
82.s6
E4.55
86.s9
88.98
91.67
94.47
98.01
102.30
106.78
I I1.40
Season 2 - (120.00 yo) Season 3 - (100.00 70)Millvkwh MillvkwhYear
2015
20t6
2017
2018
20t9
2020
202t
2422
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
86.00
92.68
96.59
tot.47
105.18
108.31
112.77
117.81
t22.18
124.&
127.21
129.73
131.78
t34.79
138.05
t4t.37
145.27
149.67
ts4.24
160.01
167.02
174.33
181.88
7t.67
77.23
80.49
84.56
87.6s
90.26
93.97
98.18
101.81
103.86
106.00
108. l I
109.82
tt2.32
115.04
117.81
12t.a6
124.72
r28.53
t33.34
139. I 8
14s.28
151.57
50
E-3 All Hours Energ.v 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 with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh MillslkWh
2015
20r6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
55.65
59.73
62.13
65.12
67.39
69.3t
72.04
75.t3
77.80
79.3r
80.88
82.43
83.69
85.53
87.52
89.56
9t.95
94.64
97.44
100.98
t05.27
t09.75
114.37
90.85
97.52
tot.44
t06.32
110.03
I13.16
tt7.62
122.66
127.02
129.49
132.05
134.58
136.63
t39.64
t42.90
t46.22
150.t2
t54.51
159.09
164.86
t7t.87
179.18
t86.73
75.7t
81.27
84.53
88.60
91.69
94.30
98.01
102.22
105.8s
107.90
110.04
112.15
113.86
116.36
119.08
121.85
t25.t0
t28.76
t32.s7
t37.38
143.22
149.32
lss.6l
51
F-l
APPENDD( F
NON.SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.2 MW of Capacity)
Base Enerev Heav.v 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 32817 with seasonalization factors applied:
Season L - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
44.63
48.52
50.72
53.51
55.57
57.28
59.80
62.68
65.13
66.42
67.77
69.09
70.t2
7t.72
73.48
75.28
77.43
79.87
82.42
85.70
89.73
93.9s
98.30
72.86
79.21
82.81
87.36
90.73
93.52
97.64
102.33
106.34
r08.44
tro.64
112.80
1t4.48
I17.10
119.97
122.90
126.41
130.40
134.56
t39.91
146.50
153.38
160.50
60.71
66.01
69.00
72.80
75.60
77.93
8 r.36
85.28
88.62
90.37
92.20
94.00
95.40
97.58
99.98
102.42
105.34
108.66
tt2.t3
116.59
122.08
127.82
t33.7s
52
F-2 Base Enere.v Ligfit Load Purchase Price - For all Base Energy received during Light Load Hours,
ldaho Power will pay the non-levelized energy price in accordance with Commission Order
32817 with seasonalization factors applied:
Year
20t5
zAL6
2017
201 8
2019
2020
2A2l
2022
2423
2024
2A2s
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
Season I - (73.50 %\ Season 2 - (120.00 o/o) Season 3 - (100.00 %)
MillYkWh Mills/kWh Mills&Wh
39.27
43.17
45.37
48.16
50.22
51.93
54.45
57.33
s9.78
61.07
62.42
63.74
&.77
66.37
68.13
69.93
72.07
74.52
77.07
80.35
84.38
88.60
92.9s
64.12
70.48
74.07
78.62
81.99
84.79
88.90
93.60
97.60
99.71
l0l.9l
104.06
r05.74
108.36
ttt.24
rt4.t"t
111.67
r21.66
125.82
13 1.1 8
t37.76
144.65
lsI.76
53.43
58.73
61.72
65.52
68.32
70.65
74.08
78.00
81.34
83.09
84.92
86.72
88.12
90.30
92.70
9s.t4
98.06
101.38
104.8s
109.31
114.80
120.54
t26.47
C.cr_
fft4-0a
C):
*|i
ff,r'U:
;i:
r\,a
?-Nfr ltlr(?
5 liip€::
- ..;
ctl\o
53
F-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 with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills&WhYear
2015
20t6
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
42.24
46.t4
48.34
51.13
53.19
54.90
57.42
60.30
62.75
64.04
6s.39
66.71
67.74
69.34
71.10
72.90
75.04
77.49
80.04
83.32
87.35
9r.57
95.92
68.97
75.32
78.92
83.47
86.84
89.63
93.75
98.45
102.45
104.55
106.76
108.91
110.59
tt3.2t
I16.09
I19.01
122.52
126.51
t30.67
136.03
r42.61
149.49
156.61
57.48
62.77
65.76
69.56
72.37
74.69
78.12
82.04
8s.38
87.13
88.96
90.76
92.16
94.34
96.74
99.18
102.10
10s.42
108.89
113.35
1 18.84
124.s8
130.51
54
APPENDX G
TNSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
lnsurance Requirements :
1.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
lf the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifu 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 10 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 lnsured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily inju.y and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
2.
3.
4.
55