20140527Application.pdf

3!ffi*.
An loAcoRP company
DONOVAN E. WALKER
Lead Counsel
RECE IVIN
?0ll' HAY a7 ffi k: lr7
lDAFi0 rU;L,,.
UTILITIES COM[liSSICii
May 27,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
47 2 W est Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-12
Eightmile Hydro Corporation ldaho Power Company's Application
Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an origina! and seven (7) copies of Idaho Power
Company's Application in the above matter.
Very truly yours,
d-,Zn<
Donovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho st. (83702)
P.O. Box 70
Boise, lD 83707
DoNovAN E. wALKER (lsB No. 5e21) RECEIVEil
ldaho Power Company ?0p, t{Ay 2? pH h: t+l
1221West Idaho Street (83702)
B;?;jff lX Bsro. uil.?f[5rd0uri'lil$u,**
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
rN THE MATTER OF THE APPLTCATTON )
oF IDAHO POWER COMPANY FOR ) CASE NO. rPC-E-14-12
APPROVAL OR REJECTTON OF AN )
ENERGY SALES AGREEMENT WITH ) APPLICATION
ETGHTMTLE HYDRO CORPOMTTON FOR )
THE SALE AND PURCHASE OF ELECTRTC )
ENERGY FROM THE EIGHTMILE HYDRO )
PROJECT.)
)
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 Eightmile Hydro Corporation ("Selle/') under which Eightmile
Hydro Corporation would sell and ldaho Power would purchase electric energy
generated by the Eightmile Hydro Project ("Facility") located near Leadore, ldaho.
ln 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 May 5, 2014, was signed by Eightmile Hydro Corporation
on April 23, 2014, and was signed by ldaho Power on May 5, 2014. The ESA was
executed in compliance with the Commission's orders directing the implementation of
PURPA for the state of Idaho, and contains 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.
The Commission further established and defined numerous contract terms and
APPLICATION - 2
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 May 5,2014, ldaho Power and Eightmile Hydro Corporation entered
into an ESA pursuant to the terms and conditions of the various Commission orders
applicable to this PURPA agreement for a Non-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, Eightmile Hydro Corporation elected to contract with ldaho
Power for a 2O-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 Eightmile Hydro Corporation on April 23,
2014. lt was subsequently executed by ldaho Power on May 5,2014, and now filed for
the Commission's review.
6. Eightmile Hydro Corporation proposes to operate and maintain a 360
kilowatt ("KW") (Maximum Capacity Amount) Non-Seasonal Hydro energy facility to be
located near Leadore, ldaho. The Facility will be a QF under the applicable provisions
of PURPA.
7. The nameplate rating of this Facility is 360 KW. As defined in paragraph
1.20 and paragraph 4.1.4 of the ESA, Eightmile Hydro Corporation will be required to
APPLICATION - 3
provide data on the Facility that ldaho 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 will not purchase or pay for this
lnadvertent Energy.
8. Eightmile Hydro Corporation has selected August 30, 2014, 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. ln addition, ldaho
Power will monitor the ongoing requirements through the full term of this ESA.
9. The ESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable Commission orders.
All applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72will be assessed to Eightmile Hydro Corporation.
10. This ESA is the first hydro-based agreement submitted to the Commission
for approval that contains revised terms and conditions subsequent to the Commission's
final and reconsideration orders from Case No. GNR-E-11-03. As such, the form of the
ESA has several terms and conditions that vary from previously approved agreements
in order to comply with the Commission's recent orders. ln addition, ldaho Power and
the Seller have agreed to changes in some provisions that the parties propose for
Commission approval. The major changes incorporated within this agreement include:
(a) Changed the definition of "Mid-Columbia Market Energy Cost" to
replace reference to the Dow Jones index with reference to the lntercontinental
APPLICATION - 4
Exchange (lCE) index and formula consistent with the proposed settlement in Case
No. IPC-E-13-25. This change is relevant to the 90/110 performance requirement;
(b) Added definitions and provisions, paragraphs 1.29, 1.38, 1.39, 3.4,
and 7.6, to incorporate definitions of "Non-seasonal Hydro Facility" and "Seasona!
Hydro Facility" as well as "Seasonal Hydro Facility Test Periods" to incorporate and
maintain separate rates for Seasonal and Non-seasonal hydro facilities, and to ensure
that Seasona! hydro projects perform within the requirement of generating 55 percent
of their annual generation in the months of June, July, and August;
(c) Removed the provisions providing for Delay Liquidated Damages
and maintained provisions to provide for Delay Security and actual delay damages as
provided for by the Commission's adoption of the partial stipulation in Commission
Order No. 32697;
(d) Changed Article Vlll, "Environmental Attributes," to indicate that the
Seller owns all Environmental Attributes or Renewable Energy Credits/Certificates;
(e) Changed paragraph 6.2 to allow the Seller to adjust the "lnitial Year
Monthly Net Energy Amounts" on a monthly, rather than quarterly, basis. This change
is contrary to the Commission's direction that requires Seller revisions to be submitted
no sooner than "the end of month three and every three months thereafter." Order No.
29632, p. 23. However, with the proposed change, the Seller must still provide 12
months of estimated Net Energy Amounts, and still cannot revise the immediate three
months of estimated Net Energy Amounts. However, the Seller can submit revisions
on a monthly basis, rather than once every three months. A table was added to the
ESA indicating both "Notification Month" and "Future monthly Net Energy Amounts
eligible to be revised," primarily to provide clarity to the confusing nature of the
APPLICATION - 5
Estimated Net Energy Amounts and a Seller's desire to update the siame. Although
this change varies from Order No. 29632, both ldaho Power and the Seller propose
Commission adoption of this change. The Seller gains more clarity iand flexibility in
adjusting its estimated energy deliveries, and ldaho Power maintains the stability in the
estimates necessary for its planning and operation;
(0 Revised paragraph 12.4 relating to Scheduled Maintenance to give
Seller the option to claim maintenance wil! be scheduled at the same time each year
with one notification, in order to eliminate the requirement of sr:nding multiple
notifications for maintenance that is scheduled for the same time every'/ear; and
(g) Several other more minor revisions were made, suclh as moving the
list of pricing from paragraph 7.1 to Appendix E and F, adding clarifying terms in Article
X relating to metering and SCADA telemetry, adding a definition for "Authorized Agent,"
and adding a provision in the forced outage definition providing for icing events in the
facility's primary motive force water source.
11. The ESA provides that all applicable interconnection charg;es and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator Interconnection Agreement, or "GlA," between Eightmile Hydro
Corporation and ldaho Power was executed on December 4, 201?1. PURPA QF
generation must be designated as a network resource ("DNR") to serve ldaho Power'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 ldaho Power's non-discriminatory adrninistration of its
Open Access Transmission Tariff (OATT) and maintain compliance with FERC
requirements.
APPLICATION - 6
12. 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
al! payments ldaho Power makes to Eightmile Hydro Corporation for purchases of
energy will be allowed as prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
13. 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 seq. lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
14. 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 ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwal ker@idahopower. co m
Randy C. Allphin
Energy Contract Ad min istrato r
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ral I ph i n @ ida hopower. co m
VI. REQUEST FOR RELIEF
15. ldaho Power Company respectfully requests that the Commission issue
an order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
accepting or rejecting the Energy Sales Agreement between ldaho Power and Eightmile
Hydro Corporation, without change or condition; and, if accepted, (3) declaring that all
payments for purchases of energy under the Energy Sales Agreement between ldaho
APPLICATION - 7
Power and Eightmile Hydro Corporation be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 27h day of
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 8
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 27h day of May 2014 t 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:
Jordan Whittaker
P.O. Box 177
Leadore, ldaho 83464
Hand DeliveredX U.S. Mail
Overnight Mail
FAX
Email [e-mail]
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-12
IDAHO POWER GOMPANY
ATTACHMENT 1
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
EIGHTMILE HYDRO CORPORATION
TABLE OF CONTENTS
Article TITLE
1 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
I Facility and Interconnection
10 Metering, Metering Communications and SCADA Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21, 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 - Non-Seasonal Hydro Facility Energy Prices
AppendixF - InsuranceRequirements
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: EIGHTMILE HYDRO PROJECT
Project Number: 44395973
_4
THIS ENERGY SALES AGREEMENT (*AGREEMENT"), entered into on tt is f,' day of
-r
COMPAIry, 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:
l.l "AutheqzedAgent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents 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
1.2
1.3
1.4
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Eners.y" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.40.
"Commission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Delay Damages" - ((Current month's 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.
"Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in the applicable Appendix E of this Agreement. If
this calculation results in a value less than 0, the result of this calculation will be 0.
"Desienated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
goup designated by Idaho Power.
1.5
1.6
1.7
1.8
1.9
l.l0 "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.
l.l1 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (ClI4), 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;t 13;
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 . 1 3 "First Enerqy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and the Seller is capable of beginning
delivery of energy to ldaho Power's system at the Point of Delivery.
l.l4 "Forced Outage" - apar1cial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
I Avoided 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.
equipment failure which was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, 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 lnterconnection 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.
l.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 atl:00 am, ending at 11:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
1.18 "lnadvertent Enersy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
1.19 "Interconnection Facilities" - All equipment specified in the GIA.
1.20 "lnitial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 32817.
l.2l "Lisht Load Hours" - The daily hours beginning at 11:00 pm, ending at7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence
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 Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
L24 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.25 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
I.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 [ndex reporting is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the tCE 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 Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-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 Inadvertent Energy.
1.29 "Non-seasonal Hydro Facility" - in accordance with Commission Order 32802, a hydro
generating Facility that does not qualify 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 corrmonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.33 "Renewable Energy Certificate" or .'REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental 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 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.40 "Surplus Energy" - Is (1) 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 Idaho Power electrical system during the
month is less than90oh of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6.2,then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
l.4l "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller lndependent Investiqation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
2.2 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.
3.1
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifuing Facilitv Status - Seller warrants that the Facility is a "Qualifring Facility," as that term
is used and defined in 18 CFR 292.201et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifring 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. Idaho Power reserves the right to review the Facility's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
FERC License/ Exemption / Determination - Seller warrants that Seller possesses a valid license
or exemption from licensing, or a determination of a qualifying 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 qualifoing conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. Seller will
take such steps as may be required to maintain a valid FERC license, exemption, or a
determination of a qualifying 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.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
3.2
3.3
4.1
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 Qualifring Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of ldaho 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
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 Capacity Determination - Submit to ldaho 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, ldaho Power will review the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.4.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed 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 10 MW, it will be deemed that the Seller has satisfied the Initial
Capacity Determination for this Facility.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds 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 10 average monthly MW in any month.
4.1.5 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility and also the total of these components to
determine the Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power
shall review the provided data and determine if the Nameplate Capacity specified is
reasonable based upon the manufacturer's specified generation ratings for the specific
Generation Units.
4.1.6 Completion certificate - Submit a certificate executed by an authoized 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 lnterconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the ldaho Power electrical system.
4.L.9 Network Resource Designation - Confirm that the Seller's Facility has been designated
as an ldaho Power network resource capable of delivering energy up to the amount of the
l0
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 8 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(DNR) prior to Idaho Power accepting any energy from this Facility. Appendix
B item 8 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum Output and/or if Idaho Power transmission network
upgrades will be required. The results of this study process and any associated
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 ldaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Energy Date. Therefore, ldaho
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 notiff 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 .1 0 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
tl
5.1
5.2
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 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 for all Generation Units at this Facility.
b) Seller has demonstrated to ldaho 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
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.
Seller has requested an Operation Date from Idaho Power in a written format.
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 ldaho 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
t2
d)
e)
5.3
5.4
5.5
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 Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power. 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 Damaees 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 Idaho Power within 10 days after receipt of any Termination Damages billing.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages
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 Idaho Power may terminate this
Agreement.
5.6
5.7
5.8
13
6.1
5.8.1 ldaho 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 Inadvertent 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 l0 average
monthly MW nor be greater than the Maximum Capacity (measured in kW) multiplied by the
hours in the applicable month.
6.2
t4
6.2.I Initial Year Monthly Net Energy Amounts - Seller intends to produce and deliver Net
Energy in the following monthly amounts:
Season I
Season 2
Notification Month
November
December
January
February
March
April
May
June
JulY
August
September
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
64,570
158,470
202,580
163,750
737,530
79,230
0
277,370
109,310
139,170
0
0
Season 3
Date, the Seller may revise all of the previous initial year monthly Net Energy Amounts
by providing written notice to ldaho 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:
Future monthly Net Energy Amounts eligible to be revised
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
l5
October December and any future months
a.) This written notice must be provided to ldaho 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 25.1.
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 Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 12.2.1 or 12.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA : Current Month's Net Energy Amount (Paragraph6.2)
SGU :a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
. Deliveries.
Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
TGU
t6
D s,, Actual hours the Facility's Net Energy deliveries were eitherr\urr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH Actual total hours in the current month
Resulting formula being:
Adiusted
Nei Energy = NEA
Amount ffi x NEA ) x((r ^H ))
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 tnitial 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 nonJevelized Base Energy Heavy Load Purchase Price
as specified in Appendix E.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E.
All Hours Enerey 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
Appendix E.
Surplus Enersy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the curent
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
7.1
7.2
7.3
7.4
t7
7.5 lnadvertent Enerey -
7.5.1 lnadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW : 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW monthly and therefore does not intend to generate lnadvertent
Energy, Idaho Power will accept lnadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
7.5.3 Delivering Inadvertent Energy to Idaho Power for 2 consecutive months and/or in any
3 months during a Contract Year will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement within sixty (60) days after the Material
Breach has occurred.
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
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 Agteement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122, 695 P.2d l26l (1985), Afton Energy. Inc. v. Idaho Power Company, 1 I 1 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
7.6
7.7
l8
8.1
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: FACILTTY AND INTERCONNECTION
9.1 Desisn 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: METERTNG. METERNG COMMI.INICATIONS AND SCADA TELEMETRY
l0.l 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, lnadvertent Energy, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
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 GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
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 Idaho 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
t9
11.1
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In 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 lnadvertent 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
Maintenance of Records - 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, Inadvertent Energy and maximum hourly generation in kW
and be in a form and content acceptable to Idaho Power. Monthly records shall be retained for a
period ofnot less than five years.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with the
GIA.
11.2
t2 .1
20
12 .2 Acceptance of Energ.v -
12.2.1 Idaho Power shall be excused from accepting and
Inadvertent Energy which would have otherwise
delivered by the Seller to the Point of Delivery:
paying for Net Energy or accepting
been produced by the Facility and
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 5292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If ldaho Power determines that curtailment, intemrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
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.
b.)
c.)
d.)
2t
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 ldaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension 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 in
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 inparagraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notifu 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 ldaho 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 ldaho Power for the duration of the Declared Suspension of Energy Delivery
22
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine ldaho 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 31't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility. 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
23
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: INDEMMFICATION AND INSURANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to indemniff 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 indemnifuing 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 F.
ARTICLE XTV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or 'oan event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho 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, flres, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
24
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
(3)
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
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
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
l6.l
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement, the duties, obligations and liabilities of the
Parties are intended to be several and not joint or collective. Nothing contained in this Agreement
shall ever be construed to create an association, trust, partnership or joint venture or impose a
trust or partnership duty, obligation or liability on or with regard to either Party. Each Party shall
be individually and severally liable for its own obligations under this Agreement.
(2\
25
17.t
ARTICLE XVII: WAIVER
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
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default 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 corrmercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
26
t9.2.2
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.
19.3 Prior to the Operation Date and thereafter for the fulIterm of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
t9.3.2
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form specifred 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 / Deterrninations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho 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
19.3.3
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
27
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
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
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.
23.1
28
24.1
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
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:
Jordan Whittaker
P.O. Box 177
Leadore, Idaho 83464
Telephone: [phone]
25.1
Cell:
E-mail:
[phone]
twodotirrigation@gmail. com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email: I [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
29
25.2 Authorized Agent(s)
Name Title
Nicholas E. Josten
Ted S. Sorenson
Jordan Whittaker
Susan Whittaker
Agent
Engineer
Owner
Owner
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: ADDTTIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. $ 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-1.4,41 C.F.R.60-250.5, and4l CFR60-741.5 areincorporatedhereinbyreference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Filed for interconnection of this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Received and accepted an interconnection and transmission capacity
feasibility study for this Facility.
c) Acknowledged responsibility for all interconnection costs and any costs
30
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 Agreernent, 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 ldaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order 32817 provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal
Hydro Facilities, Other Facilities, Solar Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
31
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 Eightmile Hydro Corporation
Dated 5 5 l+
o'Idaho Powet''
Lisa A Grow
Sr. Vice President, Power Supply
32
APPENDX A
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the Metering Equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
JJ
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State 7,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
tr
I
2
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature Date
34
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 TNFORMATION
Seller's Contact Information
Project Management
Name:
Telephone Number:
Cell Phone:
Email:
Jordan Whittaker
(208) 768-20s8
[phone]
[e-mail]
24-Hour Project Operational Contact
Name:Jordan Whittaker
Telephone Number: [phone]
Cell Phone:[phone]
Proiect On-site Contact information
Name:Jordan Whittaker
Telephone Number: [phone]
35
B-1
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Eightmile Hydro
Project Number: 4439597 3
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.)
2 nozzle Pelton wheel with horizontal synchornous generator 480 volt. Manufacturer is Chaozhou Huineng
Electrical Mqchinery Co. LTD.
Nameplate: 360 kW
Var Capability (Both leading and lagging) Leading is 0.98 Lagging is 1.02
B-2 LOCATION OF FACILITY
Near: Leadore, ldaho
Actual or nearest physical street address 83 Big Eightmile Road
GPS Coordinates:44 degrees 39'59.73"N, ll3 degrees,28' 44.79"W State: Idaho County:
Lemhi
Description of Interconnection Location: Approximately 1.5 miles Southwest of Highway 28 on
Cottom Lane.
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected August 15,z)l4as the Scheduled First Energy Date.
Seller has selected August 30,2014 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.
B-3
36
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 360 kW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy in kW that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
POINT OF DELTVERY
"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.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho 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 2o/o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power 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-5
B-6
37
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 ldaho Power provided equipment. Seller will iurange for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Power's use, terminating at Idaho Power's facility capable of providing Idaho
Power with continuous instantaneous information on the Facility's energy production. Idaho
Power provided equipment will be owned and maintained by Idaho Power, with total cost of
purchase, installation, operation, and maintenance, including administrative cost to be reimbursed
to Idaho Power by the Seller. Payment of these costs will be in accordance with the GIA and the
total metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in the GIA or Schedule 72.
B-8 NETWORKRESOI.IRCEDESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource ("DNR"). Federal Energy
Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information Idaho
Power needs to prepare the DNR application is specific to the Seller's Facility, Idaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation Interconnection application, 2) submitted all information required by Idaho Power to
38
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 attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
39
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , oil 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 is the subject of the Agreement
and isand this Statement is identified as Idaho Power Company Facility No.
hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section
5.
Township Range __, Boise Meridian,
That Engineer recognizes that the Agreement provides for the
County,Idaho.
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 fulI Contact Term of
40
years.
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 il'e somplete, true and accurate to the best of
hiVher knowledge and therefore sets hiVher hand and seal below.
By
(P.E. Stamp)
Date
4t
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
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
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.
referred to as the "Project".
and hereinafter
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-)BoiseMeridian,-County,tdaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power fo. 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.
42
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that 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 hislher hand and seal below.
(P.E. Stamp)
Date
By
43
APPENDX C
ENGTNEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated ,
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No
and is hereinafter referred to as the "Project".
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 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.
44
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
termsoftheAgreementandwithPrudentElectricalPracticesfora-yearperiod.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on 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/trer knowledge and therefore sets hislher hand and seal below.
(P.E. Stamp)
Date
By
45
APPENDX 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 satisfu the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, lnc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
46
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 l,etter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing a1fl 63fu1aining the Guarantee(s) or Lette(s) of Credit.
47
E-l
APPENDD( E
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 360 kW of Capacity)
Base Energ.v 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 32817 with seasonalization factors applied:
Season | - (73.50 %) Season 2 - (120.00 o/o) Season 3 - (100.00 %)
Mills/kWh Mills/kWh MillsikWhYear
2014
20r5
2016
2017
2018
t 2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
43.39
44.63
48.52
50.72
53.51
55.57
57.28
s9.80
62.68
65.13
66.42
67.77
69.09
70.t2
71.72
73.48
75.28
77.43
79.87
82.42
85.70
89.73
93.95
98.30
70.84
72.86
79.21
82.81
87.36
90.73
93.52
97.64
102.33
106.34
108.44
I10.64
l12.80
114.48
I 17.10
119.97
r22.90
t26.41
130.40
t34.56
139.91
146.50
153.38
160.50
59.03
60.7t
66.01
69.00
72.80
75.60
77.93
81.36
85.28
88.62
90.37
92.20
94.00
9s.40
97.58
99.98
102.42
105.34
108.66
112.13
116.59
r22.08
127.82
133.75
48
EA Base Energy Light l,oad Purchase Price - For all Base Energy received during Ligbt Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
32817 with seasonalization facors applied:
Year
2014
2015
2016
20r7
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
Season I -Q3.5A%)
Miltykwh
38.04
39.27
43.17
45.37
48.16
50.22
51.93
54.45
s7.33
59.78
61.07
62.42
63.74
64.77
66.37
68.13
59.93
72.07
74.52
77.07
80.3s
84.38
88.60
92.95
Season2-(120.00o/o)
Mills/I(Wh
62.t0
64.12
't0.48
74.07
78.62
81.99
84.79
88.90
93.60
97.60
99.7t
101.91
104.06
10s.74
108.36
ttt.24
114.17
1t7.67
121.66
125.82
131.18
t37.76
144.65
151.76
Season3-(100.00%o)
Mills/kWh
51.75
53.43
58.73
61.72
65.52
68.32
70.65
74.O8
78.00
E1.34
83.09
84.92
86.12
88.12
90.30
92.70
95.14
98.06
101.38
104.8s
109.3r
I14.8
120,il
126.47
1 t\t@
(--
*, ttt
I (,,.rm
.4a, -.-:
-i'1*?(Jt
o(,
49
E-3 All Hours Enerey Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the nonJevelized 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&Wh MillslkWh MillslkWhYear
2014
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
41.01
42.24
46.14
48.34
51.13
53.1 9
54.90
57.42
60.30
62.75
64.04
65.39
66.71
67.74
69.34
71.10
72.90
75.04
77.49
80.04
83.32
87.35
91.57
95.92
66.95
68.97
75.32
78.92
83.47
86.84
89.63
93.75
98.45
t02.45
104.55
t06.76
108.91
110.59
tt3.2l
116.09
119.01
t22.52
126.51
130.67
136.03
142.61
149.49
156.61
55.79
57.48
62.77
65.76
69.56
72.37
74.69
78.r2
82.04
85.38
87.t3
88.96
90.76
92.r6
94.34
96.74
99.18
102.10
t05.42
108.89
113.35
I 18.84
124.58
130.51
50
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements :
l.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifr 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 Insurance 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 lnsurance in the name of ldaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury 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.
5l