20140605Application.pdf

7!lmlo
NPO1TER=
An IDACORP Company
DONOVAN E. WALKER
Lead Counsel
June 4,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. !PC-E-14-15
Clark Canyon Hydro, LLC ldaho
Regarding Energy Sales Agreement
Dear Ms. Jewell:
Power Company's Application
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
Very truly yours,
C r\t
-l (5E_ :F
{(3 ?F+= #acrcrX':r, 'r m\J,-**l: -!, "{rF - -,-1
f--l
u)= c-n:1 cn
€AValker \--r
DEW:csb
Enclosures
-n-ovan E. Walker
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ idahopower.co m
Attorney for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
CLARK CANYON HYDRO, LLC,
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE CLARK
CANYON HYDROELECTRIC PROJECT.
RECEIVT i}
20llr JUH -t, pfi rr: SS
IDAHC ijiir.j-: ;
UTILITIES COMilI$$l0tr
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-14-15
APPLICATION
ldaho Power Company ("!daho 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"
or "Agreement") between ldaho Power and Clark Canyon Hydro, LLC ("Clark Canyon"
or "Selle/') under which Clark Canyon would sell and ldaho Power would purchase
electric energy generated by the Clark Canyon Hydroelectric Project ("Facility") located
near Dillon, Montana.
APPLICATION - 1
ln support of this Application, Idaho Power represents as follows:
I. INTRODUCTION
1. The ESA submitted herewith is a new contract with a PURPA Qualifying
Facility ("QF') for a term of 20 years. This ESA is unique as it is a negotiated ESA for a
7.55 megawatt ("MW") Seasonal QF Hydro project containing published avoided cost
rates. The Agreement contains negotiated provisions which were required and
negotiated between ldaho Power and Clark Canyon as part of the termination of a
previous QF agreement for this same project in which the same developer failed to
perform. The ESA is dated May 30, 2014, was signed by Clark Canyon on May 28,
2014, and was signed by ldaho Power on May 30, 2014. This ESA contains the
published rates for Seasonal Hydro projects of 10 average megawatts ("aMW") or less
pursuant to the Commission's Order No. 32817, which were in effect prior to June 1,
2014, and prior to the published avoided cost rate update from Order No. 33041
effective on June 1,2014.
II. BACKGROUND
2. 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
APPLICATION - 2
for the purchase of energy from QFs, and to implement FERC rules in the state of
ldaho.
3. On December 18, 2012, the Commission issued Order No. 32697 (Case
No. GNR-E-11-03), which established parameters for published and negotiated avoided
cost rate calculations. The Commission further established and defined numerous
contract terms and conditions for standard power purchase agreements entered into
between regulated utilities and QFs. On January 2, 2013, the Commission issued
Errata to Order No. 32697, which corrected published avoided cost rates to include
energy payments which were not discounted by transmission and line loss.
Subsequently, 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.
4. A previous Firm Energy Sales Agreement ('FESA") between Idaho Power
and Clark Canyon was approved by the Commission for a 4.7 MW project at this same
location on May 20,2011. Order No. 32294, Case No. IPC-E-11-09. This previous
FESA contained a Scheduled Operation Date of March 31, 2013. For various reasons,
the project was unable to meet the Scheduled Operation Date and ldaho Power and the
project agreed to extend the initial Scheduled Operation Datefrom March 31,2013, to
December 31, 2013. As part of the agreement to revise and extend the contractual
Scheduled Operation Date, Clark Canyon forfeited the posted Delay Security as
Liquidated Damages, and posted an additional amount as Delay Security associated
with the revised Scheduled Operation Date. This agreement to extend the Scheduled
Operation Date was submitted to the Commission and subsequently approved on May
24,2013. Order No.32814, Case No. IPC-E-13-07.
APPLICATION - 3
5. The project did not come on-line prior to the revised December 31 , 2013,
Scheduled Operation Date and contacted ldaho Power and advised it also would not be
on-line within 90 days of the Scheduled Operation Date (March 31,2014) as required by
the FESA and, in fact, construction had not even begun. March 31, 2014, has
significant meaning in the FESA because after that date, if the project has not come
on-line, ldaho Power is allowed to collect Delay Liquidated Damages from the Delay
Security if necessary and has the option to terminate the agreement.
6. The project submitted two letters to ldaho Power dated March 18,2014,
and March 24,2014, respectively, in which it requested to terminate the existing FESA
and replace it with a new Seasonal Hydro Energy Sales Agreement. ldaho Power had
significant concerns with the project's request to terminate the existing FESA and
replace the FESA with a new Seasonal Hydro ESA just days before ldaho Power's
option to collect Delay Liquidated Damages and terminate the FESA was reached.
Subsequent to the previous FESA's approval, the Commission had issued Order No.
32697 in which revised PURPA avoided cost pricing methodologies were established;
new contracting requirements, terms, and conditions were established; a Seasonal
Hydro resource category was established; and Delay Liquidated Damages provisions
were revised. ldaho Power and the project met to discuss the issues and ultimately
agreed to a Memorandum of Understanding ("MOU') that was executed between ldaho
Power and Clark Canyon addressing the termination of the previous FESA and
execution of a new Seasonal Hydro Project ESA. A copy of the MOU is attached to this
Application as Attachment 1. ln negotiating these terms and conditions with Clark
Canyon, ldaho Power adhered to its PURPA obligation to contract with this new
proposed QF project, addressed the project's previous lack of performance, satisfied
the project's requests to contract and purchase in a timely and reasonable manner, and
APPLICATION - 4
maintained the value from the terminated FESA for ldaho Power and its customers by
requiring terms and conditions that would carry certain provisions from the terminated
FESA forward into the new ESA. ln summary, the MOU provides for the following:
(a) Termination of the existing (previously approved) FESA;
(b) Collection by ldaho Power of Delay Liquidated Damages;
(c) Negotiation and execution of a new Seasonal Hydro ESA that
retains the Delay Liquidated Damages provisions of the previous FESA, requires the
project to post Delay Security for the new ESA at $45 per kilowatt of nameplate, and
allows the project to offset this Delay Security amount by the previously forfeited Delay
Security;
(d) Any energy deliveries to Idaho Power in the months of March or
April will be paid the market value of energy and not the Surrogate Avoided Resource
("SAR") published avoided cost rate;
(e) lf the project fails to meet the Seasonal Hydro Project requirements
(55 percent of generation delivered during the months of June, July, and August),
payments will be revised to reflect Non-Seasonal Hydro SAR published avoided cost
prices; and
(0 The provision from the terminated FESA whereby ldaho Power
owns 50 percent of the Renewable Energy Certificates/Credits associated with the
project is carried forward to the new ESA.
III. THE ENERGY SALES AGREEMENT
7. On May 30, 2014, ldaho Power and Clark Canyon entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for a Seasonal Hydro Project. Order Nos. 32697 and 32737. A
copy of the ESA is attached to this Application as Attachment 2. Under the terms of this
APPLICATION - 5
ESA, Clark Canyon elected to contract with ldaho Power for a 2O-year term using the
non-levelized Seasonal Hydro Project published avoided cost rates as established by
the Commission in Order No. 32817 for energy deliveries of less than 10 aMW. This
ESA was executed by Clark Canyon on May 28,2014. lt was subsequently executed
by ldaho Power on May 30,2014, and now filed for the Commission's review.
8. Clark Canyon proposes to operate and maintain a 7.55 MW (Maximum
Capacity Amount) Seasonal Hydro energy facility to be located near Dillon, Montana.
The Facility will be a QF under the applicable provisions of PURPA. As defined in
paragraph 1.23 and paragraph 4.1.4 of the ESA, Clark Canyon will be required to
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
!nadvertent Energy.
9. Clark Canyon has selected June 1, 2017, as the Scheduled Operation
Date. Various requirements have been placed upon Seller in order for ldaho Power to
accept energy deliveries from this Facility. ldaho Power wil! continue to monitor
compliance with these requirements. In addition, ldaho Power will monitor the ongoing
requirements through the full term of this ESA.
10. This ESA is the fourth 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. The
Commission has not yet approved an ESA containing these revised terms and
conditions. The form of the ESA has several terms and conditions that vary from
APPLICATION - 6
previously approved agreements in order to comply with the Commission's recent
orders. In addition, ldaho Power and the Seller have agreed to changes in some of the
previously existing provisions that the parties propose for Commission approval. ln
addition to the specifically negotiated provisions pursuant to the MOU outlined above,
the major changes incorporated within this agreement include:
(a) Changed the definition of "Mid-Columbia Market Energy Cost"
to replace previous reference to the Dow Jones index with reference to the
lntercontinental 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, 1.41,1.42,
3.4, and 7.6, to incorporate definitions of "Non-seasonal Hydro Facility" and "Seasonal
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 Seasonal Hydro projects perform within the requirement of generating 55
percent of their annual generation in the months of June, July, and August;
(c) 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
APPLICATION - 7
be revised," primarily to provide clarity to the confusing nature of the Estimated Net
Energy Amounts and a Seller's desire to update the same. Although this change varies
from the Commission's direction in Order No. 29632, both ldaho Power and the Seller
propose Commission adoption of this change. The Seller gains more clarity and
flexibility in adjusting its estimated energy deliveries, and ldaho Power maintains the
stability in the estimates necessary for its planning and operations.
(d) Revised paragraph 12.4 relating to Scheduled Maintenance to give
the Seller the option to claim maintenance will be scheduled at the same time each year
with one notification, in order to eliminate the requirement of sending multiple
notifications for maintenance that is scheduled for the same time every year; and
(e) Several other minor revisions were made, such 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 charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between Clark Canyon
and ldaho Power was executed on August 10,2011, for 4.7 MW. ldaho Power has
constructed the required interconnection facilities pursuant to the executed GlA. With
the increase in nameplate capacity in this ESA from 4.7 MW to 7.55 MW, Clark Canyon
has been advised that it will need to submit an additional interconnection request to
accommodate the additional 2.85 MW, and execute a GIA increasing the
interconnection capacity to 7.55 MW. PURPA QF generation must be designated as a
network resource ("DNR") to serve ldaho Power's retail load on its system. ln order for
APPLICATION - 8
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 administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
12. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved al! of the ESA's terms and conditions and declared that
all payments Idaho Power makes to Clark Canyon 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 by
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
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 Counse!
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@ida hopower.com
Randy C. Allphin
Energy Contract Ad min istrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ral I ph in @ ida hooower. com
VI. REOUEST FOR RELIEF
15. Idaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
APPLICATION - 9
or rejecting the Energy Sales Agreement between ldaho Power and Clark Canyon,
without change or condition; and, if accepted, (3) declaring that all payments for
purchases of energy under the Energy Sales Agreement between ldaho Power and
Clark Canyon be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 4th day of June 2014.
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 1O
CERTIFICATE OF SERVICE
! HEREBY CERTIFY that on the 4h day of June 20141 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:
Peter Clermont, Director
Aquila lnfrastructure Management
lPC U.S. Hydro Holdings lnc.
55 University Avenue, Suite 201
Toronto, Ontario MSJ 2H7
Hand DeliveredX U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Christa Bearry,
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E -14-15
IDAHO POWER COMPANY
ATTACHMENT 1
3Sffih
Randy C. Allphin
Energy Contracls Coordinator, Ldr
Tel: [phone]
rgl!pltil@idahqpo rvc r. cqr:
March 3 l'r, 2014
Clark Canyon Hydro, l.LC
55 University Avenue, Suite 201
'l'oronto, ON M5J 2H7
E-mail Copy: Kim Johnson
Alina Osorio
Peter Clermont
ki [e-mail]
aosorio@aqu i lain fiastruture.com
pc lcrrnont@aq u i la in frnstruture.com
Rc:Memorandum of Understanding - Clark Canyon Hydro, LLC PURPA l')ncrgy Salcs Agrecmeut
Ms. Osorio,
ldaho Powcr has receivcd your letter dated March l8'h and your additional letter ol'March 24'l',
2014, (revisions to the March lStb letter) in which you have requcsted to terminate the existing Firm
Energy Sales Agreernent ("FESA") with ldaho Power and replacc this FESA with a new Seasonal }Iydro
Energy Sales Agreement ("ESA").
As you noted in your lctters, there is a lot of history with this project and the existing FESA
which includes cxtension of the Schedulcd Operation Date (December 31,2013), collection of Delay
I-iquidated Damagcs, requiremcnts to post new security and potential payment of additional Delay
l-iquidated Damagcs if the project fbils to bc onlinc within 90 days of the new extended Scheduled
Operation Datc (March 31",2014), allof which Clark Canyon Ilvdro, LLC ("Clark Canyon") requested
and agreed to.
In recent weeks we have had the opportunity to discuss the various issues and reasons why the
projcct missed the original Schedulcd Operation Date, will miss thc amended Schedulcd Operation Date,
has not yet begun construction, and continues to fail to meet the cxisting FESA contractual obligations.
P O Box 70 Boisc', ldaho E3707
Pagc I of4
l22t W ldaho St. Boisc, ldaho 83702
ln addition to the discussions and requests yorr havc made, sincc the existing FESA was executcd
in 201 t, the ldaho Public Utilities Commission (IPUC) has processed a significant casc involving
numerous PURPA issrrcs and has issucd new rulings and guidance.
In response to your requests, the IPUC Orders, and our recent discussious, ldaho Power of-fcrs
this Memorarrdum of Undcrstanding ("lr,lOl."l") intended to resolve thc outstanding issues rvith regard to
the Clark Canyon Facility, the existing FESA, and a potential ncw Seasonal Hydro ESA.
c.
'l'he existing FESA will be terminated irnnrediately.
Clark Canyon will pay ldaho Power $21 I,500 in Delay l.iquatcd f)arnagcs no later than close
of busincss on April 7tt',2014 (thc "April Liquidated Damages"). lf payment is not nade,
ldaho Porver will draw upon the Letter of Crcdit posted by Clark Canyou.
Clark Canyon and Idaho Power will negotiate a new Seasotral Hydro ESA for the Clark
Canyon l:acility. lf this nerv ESA is completed and executed by both partics no later than
June 2'd, 20 14, Dctay l.iquidated Damages sccurity in thc amount of $45 per kV/ narreptate
rating of the gcneration unit(s) will be posted by Clark Canyon and the April Liquidated
Danragcsmaybeusedtooffsctthissecurityrequircnrent. IFthencwt'lSAisnotexecutedby
both parties on or bcfore thc date specilied above, the April Liquated Damages will be
permancntly forfeited to ldaho Power.
If Clark Canyorr completes all of thc requirrmcnts olthe ncw Seasonal I'lydro liSA, and
uchieves its Opcration Date within 90 days ol'the ncw ESzVs Scheduled Opcration Datc, the
seculity previously postcd. inclirding thc April Liquidated Danrages will be rcleased. lf the
project lails to corne onlinc within 90 days of the new ESA's Schedulcd Operation Date,
ldaho Power will collcct Delay Liquidatcd Damagcs in the anlount of $45 pcr kW nameplatc
ratirtg of the proposed generation unit and ldaho Porver may ternrinate the ncw ESA.
Clark Canyon has proposed and ldaho Power acccptsJanuary I'r,20 17, as a rsasonablc
Schedulcd Operation Date to bc includcd in the ncw Seasonal l-lydro tiSA.
Clark Canyon has provided generation infonnation that would qualify the projcct as a
Scasonal Hydro Faciliry. This gcneration infornration provided by the project includes no
energy delivcries to ldaho Power in the months of March or April.
l'he ncw llSA u,ill spccify that any energy dcliveries to ldaho Power during the
months of March or April of each year will be paid at the Surplus Energy price
regardless oithe Seasonal or Non-Seasonal l-lydro l;acility status of thc Clark
Canyon project.
'l'hc new ESA witl include standard Seasonal Hydro ESA languagc that provides
that ifthe project fails to achieve Seasonal Hydro status in any given year. the
previous €nergy payments will bc recalculated usiug Non-Seasonal Hydro energy
prices and any overpayrnents will be collectcd back from the project. Also
requirements that if the projcct fails to maintain tlre Scasonal Hydrostalus, the
a.
b.
d.
lr.
P 0 Box 70 Boisc, Idah,r 81707
Pagc 2 ot'4
l12l W ldalur St. Boisc, ldirho 83702
g
energy pricing for the rcmaining term of the agreement rvill be reviscd to be the
Non-Seasonal Hydro energy prices.
ldaho Power rvill be granted ownership of 50% of tlre Environntental Anributes associated
rvith this Clark Canyon generation Facility.
This ncw ESA will require IPUC approval, after the new ESA has bcen agreed to artd signcd
by both parties, [daho Porver will file the nerv ESA with the IPUC sceking approval. ln that
tiling ldaho Power will includc infonnation from this MOU in regards to thc unique tenns
and conditions.
If rhc IPUC does not approvc this ncw ESA in a form acceptable to either parry, thc April
Liquated Darnagcs will be permanently forfeited to idaho Powet, the terrnination olthe
cxisting FESA will remain in effect, and neither party shall challenge the tcrmination or
collectiou of these damages in any regulatory or legal lomm.
All othsr tcrms and conditions of thc ncw Scasonal llydro ESA will be consistent with other
similar agreernents.
Ilthe new Seasonal ESA lor the Clark Canyon Facility is fora total nameplate rating
dill'erent than 4.7 MW, Clark Canyon will be requircd to:
il,
File an application requesting a new or a revised Generation lnterconnection
agreement based on thc rcvised total namcplatc rating. Clark Canyon rvill bc
responsible for all costs associated with this application as well as any required
rnodilications to the intercounection.
Request ldaho Powcr Power Supply to filc a ncw transmission servicc rcquest for
the Clark Canyon project based on the revised total natneplate rating. Clark
Canyon will be responsible fbrall costs associated with this request as rvell as
any modit'ications to thc ldaho Power elcctrical systcm to allorv thc total
narncplate rating to be classified as an ldaho Power designated network resource.
l. This MOU musl be agreed to and executed prior to April 1"r,2014. lf it has not been
completed by this datc, ldaho Power will execule its rights under the cxisting FESA by
collecting thc Delay l,iquidated Datnagcs and may tenrrinate the l;l:SA.
j.
l.
k.
P 0 llox 70 Boisc, ldaho 83707
Pagc 3 ol"4
l22l W ldoho St. l-loisc. ldaho 83702
Agreed, Understood and Acceptedr
I nQ.
Sincerely,
Print Name and Title
Donovan Walkcr (lPCo)
Tcss Park (tPCo)
Jerry Jardinc (lPCo)
Julia Hilton (lPCo)
{l€ c,/W
Randy C. Allphin
Page 4 ol4
t22l W tdaho SL Boisc, Idaho 83702
\TS HSNA6ETL
P O Box 70 Boisc, ldaho 83707
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E -14-15
IDAHO POWER COMPANY
ATTACHMENT 2
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
CLARK CANYON HYDRO, LLC
TABLE OF CONTENTS
Article TITLE
I Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Enerry
5 Term and Operation Date
6 Purchase and Sale ofNet Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
l0 Metering, Metering Communications and SCADA Telemetry
I 1 Records
12 Operations
13 Indemnification and [nsurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
l8 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
2l Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Energy Prices
Appendix F - Non-Seasonal Hydro Facility Enerry Prices
AppendixG - InsuranceRequirements
ENERGY SALES AGREEMENT
(Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: CLARK CANYON HYDROELECTRIC PROJECT
Project Number: 20 I 40601
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this 6A o^, *
NE 2Ollbetween CLARK CANYON HYDRO, LLC (Seller), and IDAHO POWER----r---- 1
COMPANY, an ldaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will desigr, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric energy
produced by a PURPA Qualifuing 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:
1.1 "Authorized Agent" - 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 ldaho 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
t.7
1.8
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shallbe deemed duly authorized by the
Seller for all purposes.
u'Base Ener&v" - Monthly Net Energy less any Surplus Enerry as calculated in paragraph 1.44.
"Commission" - The ldaho 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" - ninety (90) days immediately following the Scheduled Operation Date.
"Delay Damages"'- Equal to ((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) rnultiplied by
the number of days in the Delay Period in the current month) rnultiplied by the current month's
Delay Price.
"Delay Liquidated Damages" - Damages payable to ldaho Power as specified in paragraph 5.3.2.
"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-Colurnbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in the applicable Appendix E or Appendix F of this
Agreement. lf this calculation results in a value less than 0, the result of this calculation will be 0.
"Dela), Securit-y" - $45 per kW Nameplate Capacity of the entire Facility.
"Desienated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by ldaho Power.
"Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.9
l.l0
1.il
t.t2
I .13 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, aftributable to the generation from the Facility, and its
avoided emission of pollutants. EnvironmentalAttributes 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 (CHr), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHCs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' 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.
I .14 "Estimated Net Enerpy Amount" - the monthly estimated Net Energy (kwh) information
provided by the Seller in accordance with paragraph 6.2.
I .15 "EAq!IU" - That electric generation facility described in Appendix B of this Agreement.
I Avoided emissions may or may not have any value for CHG 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.
Ll6 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
1.17 "Forced Outase" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) ldaho Power's ability to accept Net Energy at
the Point of Delivery for non-econornic reasons, as a result of ldaho Power or Facility: I )
equipment failure which was not 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 imrnediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
I .18 "Generation lnterconnection Agreement (GlA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.l9 "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.
I .20 "Heavy Load Hours" - The daily hours from hour 0700 - 2200 Mountain Time, ( l6 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
1.22
1.23
Day, Thanksgiving and Christmas.
"lnadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
"lnterconnection Facilities" - All equiprnent specified in the GlA.
"lnitial Capacit), Determination" - The process by which ldaho Power confirms that under
nonnal or average design conditions the Facility will generate at no more than l0 average
t.2l
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Comrnission Order No. 32817.
1.24 "Light Load Hours" * The daily hours from hour 2300 - 0600 Mountain Time (8 hours), plus all
other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor Day.
Thanksgiving and Christmas.
I .25 "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 Facility's Point of Delivery. The loss calculation fonnula will be as specified in
Appendix B of this Agreement.
1.26 "Market Enersy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.27 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.28 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.29 "Mid- Columbia Market Energy Cost" -82.4yo of the monthly arithmetic average of the
Intercontinental Exchange ("lCE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg
reported prices. The actual calculation being:
Mid-Colurnbia Market Energy Cost : .824 * ((lCE Mid-C Peak Avg * Heavy
Load Hours for each day of the month) + (lCE Mid-C Off-Peak Avg x Light
Load Hours for each day of the month)) / total hours in the month)
If the ICE Mid-Columbia Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-Columbia Index.
The selected replacement index will be consistent with other sirnilar agreements and a commonly
used index by the electrical industry.
1.30 "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 transfonners 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.
l.3l "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 tenns 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 Inadveftent Energy.
1.32 "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 I .41
of this Agreement.
L33 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.34 "Operation Year" - For purposes of conducting the Seasonal Hydro Facility Eligibility Tests will
be the time period from the June l" through May 31".
1.35 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical fa"ilities are inte"onnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.36 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.37 "Renewable Enerry Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia. howsoever entitled, indicating generation of renewable enerry 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 Environrnental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.38 "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.
I .39 "Schedule 72" - Idaho Power's Tariff No l0l, Schedule 72 or its successor schedules as
approved by the Commission.
I .40 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
l.4l "Seasonal H-ydro Facility" - in accordance with Commission Order 32802, a hydro electric
generating Facility that delivers to ldaho Power total Net Energy of at least 55% of its Operation
Year Net Energy during the months June, July and August.
1.42 "Seasonal H],dro Facility Eligibility Test Periods" - Beginning with the first full Operation Year
after the Operation Date, each five (5) Operation Year consecutive period. If the term of this
Agreement results in the last period not having a full five (5) Operation Years, then the last period
will be equal to the time from the end of the last full five (5) Operation Year consecutive period
and the expiration date of this Agreement.
1.43 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.44 "Sumlus Energy" * ls (l ) Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds I l0% of the monthly Estirnated 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 than 90% of the monthly Estimated 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, or (4) all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system during the months of March and April.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller lndependent Investigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable ofperfonning hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreernent.
2.2 Seller lndependent Experts - All professionals or expefts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking tlie
transactions contemplated by this Agreernent have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and ldaho Power makes no warranties, expressed or irnplied, 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.
3.2 Qualilving Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 CFR 292.201 et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's QLralifying 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.
3.3 FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifying conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Enerry Regulatory
Commission ("FERC") for the Facility. Seller recognizes that Seller's possession and retention of
3.4
a valid FERC license, exemption, or a determination of a qualifying conduit hydropower facility
is a material part of the consideration for ldaho Power's execution of this Agreement. If
applicable. Seller will take such steps as may be required to maintain a valid FERC license,
exemption. or a determination of a qualifying conduit hydropower facility for the Facility during
the tenn of this Agreement, and Seller's failure to rnaintain a valid FERC license or exemption
will be a material breach of this Agreement.
Seasonal Hydro Facility Oualifications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph l.4l of this Agreement. After initial qualification,
Seller will take such steps as rnay be required to rnaintain the Seasonal Hydro Facility status
during the full term of this Agreement. Seller's failure to achieve Seasonal Flydro Facility status
for at least three (3) Operation Years during any Seasonal Hydro Facility Eligibility Test Period
will result in this Facility being reclassified as a Non-seasonal F{ydro Facility for the rernaining
Terrn of this Agreement. Idaho Power reserves the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at anytime during the
term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of ldaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Subrnit proof to ldaho Power that all licenses, permits, determinations and approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, l8
CFR292.201 et seq. as a certified Qualifying Facility and evidence of compliance with
the eligibility to be classified as a Seasonal Hydro Facility as defined in paragraph l.4l of
this Agreement.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
4.1
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. l.l
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 ldaho Power and will acknowledge that the attorney
rendering the opinion understands that tdaho Power is relying on said opinion. ldaho
Power's acceptance of the forrn 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 ( l99l ).
4.1.3 Commission Approval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 lnitial Capacity Deterrnination - Submit to Idaho Power such data as ldaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.4.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed l0 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
actual individual Generation Units to be installed at this Facility. Upon
verification by ldaho Power that the data provided establishes the combined
Nameplate Capacity rating of the Generation Units to be installed at this Facility
does not exceed l0 MW, it will be deemed that the Seller has satisfied the lnitial
Capacity Determination for this Facility.
l0
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds l0 MW, ldaho
Power will review all data subrnitted by Seller to detennine if it is a reasonable
estimate that the Facility will not exceed l0 average monthly MW in any month.
4.1 .5 Nameplate Capacity - Subrnit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Ceneration
Unit that is included within this entire Facility and also the total of these components to
determine the F'acility Narneplate Capacity rating. Upon receipt of this data, Idaho Power
shall review the provided data and determine if the Nameplate Capacity specified is
reasonable based upon the manufacturer's specified generation ratings for the specific
Generation Units.
4.1.6 Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all rnechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
4.1.7 Insurance - Submit written proof to ldaho Power of all insurance required in Article Xlll.
4. 1.8 Interconnection - Provide written confirmation frorn Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the F'acility to be safely connected to the ldaho Power electrical system.
4.1.9 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
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an ldaho Power Designated Network Resource
(DNR) prior to ldaho Power accepting any energy frorn this Facility. Appendix
B item 7 provides information on the initial application process required to
enable ldaho Power to determine if network transmission capacity is available for
II
this Facility's Maximum Output and/or if Idaho Power transmission network
upgrades will be required. The results ofthis study process and any associated
costs will be included in the CIA for this Facility.
4.1.9.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating
this resource as an Idaho Power Network Resource. The final process must be
initiated at a minimum 30 days prior to the First Enerry Date. Therefore, Idaho
Power will begin this process 30 days prior to the Scheduled First Enerry 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 notify 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 ldaho Power Network Resource.
4.1. t 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 Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date.
Operation Date - The
following:
5.2 Date may occur only after the Facility has achieved all of the
Achieved the First Energy Date at this Facility.
Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
Engineer's Certifications - Submit an executed E,ngineer's Certification of Design &
Construction Adequacy and an Engineer's Cerlification of Operations and
Maintenance (O&M) Policy as described in Commission Order No.21690. These
ceftificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
d) Seller has requested an Operation Date from ldaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by ldaho 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 Delay Liquidated Damages
frorn being due and owing as calculated in accordance with this Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to end of
the Delay Cure Period, Seller shall pay ldaho Power Delay Damages calculated at the end
of each calendar month after the Scheduled Operation Date as described in paragraph 1.6.
5.3.2 If the Operation Date does not occur, or occurs after the Delay Cure Period the Seller
shall pay ldaho Power Delay Liquidated Damages, in addition to the Delay Damages
provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
a)
b)
c)
5.3
l3
5.4 If Seller fails to achieve the Operation Date within the Delay Cure Period, such failure will be a
Material Breach and Idaho Power may terminate this Agreement at any time until the Seller cures
the Material Breach. Additional Delay Damages beyond those calculated in 5.3.1 and 5.3.2 will
be calculated and payable using the Delay Damage calculation described in 5.3.1 above for all
days exceeding the Delay Cure Period until such time as the Seller cures this Material Breach or
ldaho Power terminates this Agreement.
Seller shall pay tdaho Power any calculated Delay Damages or Delay Liquidated Damages within
fifteen (15) days of when ldaho Power calculates and presents any Delay Damages or Delay
Liquidated Damages billings to the Seller. Seller's failure to pay these damages within the
specified time will be a Material Breach of this Agreement and ldaho Power shall draw funds
from the Delay Security provided by the Seller in an amount equal to the calculated Delay
Damages or Delay Liquidated Damages.
The Parties agree that the damages ldaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Damages and Delay Liquidated Damages
are an appropriate approximation of such damages.
Within thirty (30) days of the date of a final non-appealable Comrnission Order approving this
Agreement as specified in Article XXl, the Seller shall post Delay Security in a form as described
in Appendix D. Failure to post this Delay Security in the time specified above will be a Material
Breach of this Agreement and ldaho Power may terminate this Agreement.
Termination - If Seller fails to achieve the Operation Date priorto the Scheduled Operation Date
or within the Delay Cure Period, such failure will be a Material Breach and ldaho Power may
tenninate this Agreement at any time until the Seller cures the Material Breach.
ldaho Power shall release any remaining Delay Security provided by Seller promptly after either
the Facility has achieved its Operation Date or this Agreement has been terminated and only after
a[ Delay and Delay Liquated Damages have been paid in full to ldaho Power.
5.5
5.6
5.7
5.8
5.9
t4
6.1
6.2
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Pafty's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Enerry to ldaho
Power at the Point of Delivery. All tnadvertent Enerry produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery.
Estimated Net Enerry Amounts - Neither the Initial Year's monthly Estimated Net Energy
Amounts nor any adjusted monthly Estimated Net Enerry 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.
6.2.1 Initial Year Monthly Estimated Net Energv Amounts - Seller intends to produce and
deliver Net Energy in the following monthly amounts:
Season I
Season 2
Season 3
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
0
0
1,243,000
2,814,000
2,308,000
839,000
756,000
2,880,000
1,222,000
853,000
661,000
593,000
6.2.2 Seller's Adjustment of Initial Year Monthly Estimated Net Energy Amounts - Prior to the
Operation Date, the Seller may revise all of the previous initial year monthly Estimated
Net Enerry Amounts by providing written notice to Idaho Power in accordance with
paragraph 25.1.
l5
6.2.3 Seller's Adjustment of Monthly Estimated Net Ener&y Amounts After the Operation Date
- After the Operation Date, the Seller may revise any future rnonthly Estimated Net
Energy Amounts by providing written notice no later than 5 PM Mountain Standard tirne
on the last business day of the Notification Month specified in the following schedule:
Future monthly Estimated Net
Energy Amounts eligible to be
revised
November January and any future months
December February and any future rnonths
January March and any future months
February April and any future months
March May and any future months
April June and any future months
May July and any future months
June August and any future months
July September and any future months
August October and any future months
September November and any future months
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 Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided Estirnated Net Energy Amounts.
6.2.4 Idaho Power Adjustment of Estimated Net Enerey Amount - lf Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller
{eclares a Suspension of E,nergy Deliveries as specified in paragraph 12.3,1 and the
Seller's declared Suspension of Energy Deliveries is accepted by ldaho Power, the
Estimated 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
Notification Month
l6
reduced in accordance with the following:
Where:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of cuftailment as specified by
ldaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1RSH
TH = Actual total hours in the current month
Resulting formul a being:
AdiustedEst'imated NEA
Net Energy (r *'*, x NEA)x(^# ))
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Enerry.
t7
6.3 Failure to Deliver Minimum Estimated Net Enersy 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 lnitial Year Estimated Net Energy Amounts as
specified in paragraph 6.2 shall constitute an event ofdefault.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price
as specified in the applicable Appendix E or Appendix F.
Base Energ.v Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the rnonthly non-levelized Base Energy Light Load Purchase Price as
specified in the applicable Appendix E or Appendix F.
All Hours Energy Price - The price to be used in the calculation of the Surplus Enerry Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy as specified in the
applicable Appendix E or Appendix F.
Surplus Enerry Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Inadveftent Enersy -
7.1
7.2
7.3
7.4
7.5
7.5.1 Inadvertent Energy is electric enerry 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 Enerry.)
Although Seller intends to design and operate the Facility to generate no more than
l0 average MW monthly and therefore does not intend to generate Inadvertent
7.5.2
l8
7.6
7.5.3
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for lnadvertent Energy.
Delivering 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.
Seasonal Hydro Facility eligibiliw - If the Facility fails to satisfy the Seasonal Hydro Facility
Qualifications specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.6.1 Annual eligibility audits - On or before August l5th of the year following the first full
Operation Year after the Operations Date and for every Operation Year thereafter, Idaho
Power will divide the total Net Energy received from the Facility for the months of June,
July, and August by the total Net Energy received for the previous Operation Year to
establish a percentage of energy deliveries for the months of June, July and August. Any
reduction in energy deliveries due to Forced Outages, planned or unplanned maintenance,
Force majeure or any other reduction in energy deliveries will result in reduction of both
the numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.6.1.1 If this percentage is greater than or equal to 55o/o it will be deemed that the
Facility has met the requirements to be classified as a Seasonal Hydro Facility for
that previous Operation Year.
7.6.1.2 If this percentage is less than 55%, ldaho Power will provide notification to the
project of the Facility's failure to meet the Seasonal Hydro Facility requirements
for the previous Operation Year and the monthly energy payments for that
previous Operation Year will be recalculated to reflect the Non-Seasonal Hydro
Facility energy prices as contained within Appendix F of this Agreement. Any
t9
7.7
7.8
overpayments will be collected from the Facility in equal monthly payments over
the remaining months of the current Operation Year. If the Facility fails to meet
the Seasonal Hydro Facility requirements for the second to last Operation Year of
the contract term, then the rnonthly energy payments for the remaining tenn of
the contract will be priced according to the Non-Seasonal Hydro Facility Energy
Prices specified in Appendix F.
7.6.1.3 lf the Facility fails to achieve this percentage of 55Yo for at least three (3)
Operation Years during any Seasonal Hydro Facility Eligibility Test Period the
Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Energy Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining terrn of the Agreement.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to Idaho Power will be disbursed to the Seller within thirty (30) days of the date which Idaho
Power receives and accepts the documentation of the monthly Base Energy and Surplus Energy
actually delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781,693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Comrnission, 107
ldaho 1122,695P.2d 1261(1985), Afton Enersy. lnc. v. Idaho PowerCompany. I I I Idaho 925.
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
ldaho Power will be granted ownership of 50o/o of allof the Environmental Attributes associated8.1
20
8.2
with the Facility and Seller will likewise retain 50Yo ownership of all of the Environmental
Attributes associated with the Facility. Title of 50% Environnrental Attributes shall pass to ldaho
Power at the same time that transfer of title of the associated Surplus Energy or Net Energy to
Idaho Power occurs. Idaho Power's title to 50Yo of the Environrnental Attributes sliall expire at
the end of the term of this agreement, unless the parties agree to extend in future agreements. If
after the Effective Date any additional E,nvironmental Attributes or similar environmental value is
created by legislation, regulation, or any other action, including but not limited to, carbon credits
and carbon offsets, Idaho Power shall be granted ownership of 50Yo ofthese additional
Environmental Attributes or environmental values that are associated with the Surplus Energy or
the Net Energy delivered by the Seller to ldaho Power. Seller shall use prudent and commercially
reasonable efforts to ensure that any operations ofthe Facility do notjeopardize the current or
future Environmental Attribute status of this hydroelectric generation Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are cornpleted by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
cooperate to enable ldaho Power's Environmental Attributes from this Facility to be
placed into ldaho Power's Western Renewable Energy Ceneration lnformation System
("WREGIS") account or any other Environment Attribute accounting and tracking
system selected by the ldaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's WREGIS or other Environmental
Attribute account and/or system that enables the creation of the Environmental Attribute
certificates associated with this Facility and the transfer of 50%o of the Environmental
Attributes to Idaho Power for the Term of this Agreement. If the Environmental
Attribute accounting and tracking system initially selected by Idaho Power is rnaterially
altered or discontinued during the Term of this Agreement, the Parties shall cooperate to
identify an appropriate alternative Environmental Attribute accounting and tracking
21
process and enable the Environmental Attributes be processed through this alternative
method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If ldaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by ldaho Power for those Environmental
Attributes delivered to ldaho Power from the Seller. If the Seller incurs cost, as a result
of ldaho Power's request, and if the additional certification provides benefits to both
parties, the parties shall share the costs in proportion to the additional benefits obtained.
If Idaho Power elects to obtain its own certifications, then Seller shall fully cooperate
with Idaho Power in obtaining such ceftification.
ARTICLE IX: FACILITY AND TNTERCONNECTION
Design 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 Enerry to the Idaho Power Point of Delivery for the full
term of the Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUNICATIONS 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
9.1
22
energy production, Station Use, 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 ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GlA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Cornmunications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering cornrnunications equiptnent capable of
transmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the CIA process and documented in
the ClA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In addition to the requirements
of paragraph 10.1 and 10.2, ldaho Power may require telernetry equipment and
telecommunications which will be capable of providing ldaho 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 ldaho 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 and the GIA.
ARTICLE XI - RECORDS
Maintenanceof Records - Seller shall rnaintain 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, Inadveftent Energy and maximum hourly generation in
I l.r
23
(kW) and be records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period of not less than five Contract Years.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Enerry and maximum hourly
generation in kW.
ARTICLE XII: OPERATIONS
12 .1 Communications - ldaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Enerry -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Enerry or accepting
Inadvertent Enerry which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.)lf energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
If interruption of enerry deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 CFR Q292.304
If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, interruption or reduction of
Net Enerry or Inadvertent Energy deliveries is necessary because ofline
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
24
b.)
c.)
d.)
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 ldaho Power's
equipnrent, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
within the GIA or Schedule J2 or lake such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver enerry from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If ldaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that ldaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E, or Appendix F. [daho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Seller Declared Susoension of Energ-v Deliveries
12.3.1 lf 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 Enerry (kW) to ldaho
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
25
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Energy occuned, the Estimated Net Energy Amount
will be adjusted as specified inparagraph6.2.3.
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 notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with ldaho 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 Energr 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
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
qualifying for a Declared Suspension of Enerry 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" of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho 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 ldaho Power of a change to this schedule. The Parties determination as to the
26
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 lnformation - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility. The Seller and Idaho Power may, to the
extent practical, coordinate their respective line and Facility maintenance schedule to minimize
the impact to the other party.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt 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, andlor unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
l3.l Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying 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, erors or omissions. The indemnifying Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifying Party shall pay all documented costs, including reasonable 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
27
l4.t
insurance as specified in Appendix G.
ARTICLE XIV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majer-rre includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor distLrrbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the et'fective date, which, by the exercise of reasonable foresiglrt such party could not reasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If eitlrer Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occumence shall be excused as a result of such
occurrence.
ARTICLE XV: LIABILITY: DE,DICATION
Limitation of Liability. Nothing in this Agreernent 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.
I 5.1
28
16.1
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
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
This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
or arising under this Agreement, including, but not limited to,
29
17.1
l8.l
l9.l Disputes - All disputes related to
the interpretation of the terms and conditions of this Agreement, will be submitted to tlre
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
19.2.2
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the lnanner 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 cornmercially
reasonable tirne but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full tenn of this Agreement, Seller will provide
ldaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix G. If Seller fails
19.3.2
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
30
19.3.3 Licenses / Permits / Determinations - 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.
lf 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 ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
21.1
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 ASSICNS
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 ldaho
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 of ldaho Power's rights, obligations and
3l
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 and ldaho Power consent shall not be unreasonably
withheld. Any purported assignment in derogation of the foregoing shall be void. This article
shall not prevent a financing entity with recorded or secured rights from exercising all rights and
remedies available to it under law or contract. Idaho Power shall have the right to be notified by
the financing entity that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Name:
Address:
Telephone:
Cell:
E-mail:
Original document to:
Peter Clermont, Director of IPC U.S. Hydro Holdings Inc.
Aqui la Infrastructure Management
55 University Avenue, Suite 201
Toronto, Ontario M5J 2H7
416-340-1937 extension 234
647-291-7419
pcl ermont@aqui lainfrastructure.com
32
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Emai I : I [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mai I : ral [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.
25.2 AuthorizedAgent(s)
Name Title
Alina Osorio Director
Alex Shved Agent
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.
33
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Emplovment. 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 Ernployment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order I 1246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for ernployment on government contracts. To the extent this
Agreement is covered by Executive Order I 1246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-l .4, 41 C.F.R. 60-250.5, and 4l CF'R 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Filed for interconnection of this Facility and is in compliance with all payments and
requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the Facility to be classified as an
Idaho Power Designated Network Resource. lf final interconnection or transmission
studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller's obligations to pay Delay and Delay Liquidated Damages
associated with the project's failure to achieve the Operation Date by the Scheduled
Operation Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
c) 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.
34
26.2 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Enerry Prices
Appendix F - Non-Seasonal Hydro Facility Energy Prices
AppendixG - InsuranceRequirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
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.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties conceming the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
35
IN WTNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Clark Canyon Hydro, LLC
Peter Clernont
Director of ICP U.S. Hydrc Holdings Inc
Manager of Clark Canyon Hydro, LLC
Dated /lqr, 2g , Lo lF,,, ,''Seller"
Sr. Viee Presidenl Power Supply
36
APPENDIX 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, ldaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment
measuring the Facility's total enerry production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the Metering Equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable ldaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
37
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AIID SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outnut
Station
Usage
*
I
2
3
4
r
6
7
Breaker 0pening 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
38
Date
4.2 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 ldaho Power provided Metering Equipment that measures the Net
Enerry 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 enerry production, Station Use, the
maximum generated power (kW) and any other required energJ measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT TNFORMATION
Seller's Contact lnformation
Project Management
Name: Peter Clermont
Telephone Number: 416-340-1937 extension 234
Cell Phone: [phone]E-Mail: [e-mail]
24-Hour Project Operational Contact
Name: Dan Sharp
Telephone Number: 208-680-9575
Cell Phone: [phone]
E-Mail: [e-mail]
Project On-site Contact information
Name: Dan Sham
Telephone Number: 208-680-9575
Cell Phone: [phone]
E-Mail: [e-mail]
39
B-l
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Clark Canyon Hydroelectric Project
Proj ect Number: 201 40601
DESCRIPTION OF FACI LITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
The Clark Canyon Hydroelectric Project consists of the following facilities: (l)
use of the existing Clark Canyon dam structure owned by the USBR; (\ a a%5-
acre reservoir controlled by the East Bench Irrigation District; (3) a concrete
intake structure ; (4) a concrete and steel powerhouse containing two Francis
turbines, 5.2 MW and2.35 MW, with a total installed capacity of 7.55 MW; (5) an
excavated rock tailrace canal; (6) a 69 kilovolt transmission line that Clark Canyon
Hydroelectric Project will own, operation and maintain. This line will start at the
Clark Canyon generator station and terminate at the generator interconnection
point in Idaho Power's Peterson Substation; and (7) appurtenant facilities.
Nameplate:7.55 MW
Var Capability (Both leading and lagging) Leading is .95 Lagging is .96
LOCATION OF FACILITY
Located at the Clark Canyon dam on the Beaverhead River in Beaverhead County near the town
of Dillon, MT.
Actual or nearest physical street address: Highway 324 just West of I l5
GPS Coordinates: Latitude Decimal Degrees -l12.85
Longitude Decimal Degrees 44.99
State: Montana County: Beaverhead
Description of Interconnection Location: Connect directly to the ldaho Power Peterson Substation
B-2
40
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected April 1.2017 as the Scheduled First Enerry Date.
Seller has selected June l. 2017 as the Scheduled Operation Date.
In 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.
MAXIMUM CAPACITY AMOUNT:
This value will be 7.55 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum enerry (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The CIA 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
lf the Idaho Power Metering equipment is capable of measuring the exact eners/ deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the ldaho 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 [daho Power Point of Delivery. This loss calculation will be initially set at 2%o of the
kWh enerry production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
B-4
B-5
B-6
4l
B-7
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 tenn 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, ldaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource ("DNR"). Federal Energy
Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, Idaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have l) filed a
Generation lnterconnection application, 2) submitted all information required by ldaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can significantly impact ldaho Power's ability and cost to attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs ofany ofthese delays that are a result
ofany action or inaction by the Seller.
42
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned ,oD
, hereinafter collectively referred to as "Engineer," hereby
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility
as follows:
I . That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between ldaho Power as Buyer, and as Seller, dated
behalf of himself/herself and
states and certifies to the Seller
is the subject of the Agreement
No. and is
hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section TownshipRange-,BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho 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
43
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hisftrer hand and seal below.
By
(P.E. Stamp)
Date
APPENDIX 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:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of tdaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
and
3. That the cogeneration or small power production project which
and this Statement is identified as Idaho Power Company Facility No.
is the subject of the Agreement
and hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range Boise Meridian, _ 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.
45
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
(P.8. Stamp)
Date
By
46
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned
hereinafter collectively referred
, on behalf of himself/herself
to as "Engineer", hereby states
and
and
certifies to Idaho Power as follows:
l.
2.
That Engineer is a Licensed Professional
That Engineer has reviewed the Energy
3.
Engineer in good standing in the State of ldaho.
Sales Agreement, hereinafter referred to as the
Project, is located in
County,ldaho.
for the Project to furnish electrical
'oAgreement", between Idaho Power as Buyer, and as Seller, dated
That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as
and is hereinafter referred to as the "Project".
Idaho Power Company Facility No
4.
Section
5.
That the Project, which is commonly known as the
Township Range Boise Meridian,
That Engineer recognizes that the Agreement provides
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 on a limited basis observed the
construction of the Project, including the civil work, electrical work, generating equipment, prime mover
conveyance system, Seller fumished Interconnection Facilities and other Project facilities and equipment.
47
9. That the Project has been constructed in accordance with the design criteria of said plans
and specifications to the best of the Engineer's knowledge and belief, including all applicable codes and
consistent with Prudent Electrical Practices as that term is described in the Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a _ year period.
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/her knowledge and therefore sets his/lrer hand and seal below.
(P.E. Stamp)
Date
APPENDIX D
FORMS OF LIQUID SECURITY
By
48
As of the date of execution of this Agreement, the Seller has posted with ldaho Power cash in the
amount of $2 I I ,500. This $2 I 1 ,500 will be retained by Idaho Power as an offset of the total
Delay Security requirement of this Agreement. As specified in paragraph 5.7 of the Agreement,
additional Delay Security to fulfill the Delay SecLrrity amount will be provided to ldaho Power as
specified in paragraph 5.7 of the Agreement. This additional Delay Security shall be
commercially reasonable security instruments such as Cash, Cash Escrow Security, Guarantee or
Letter of Credit as those tenns are defined below or other fonns of liquid financial security that
would provide readily available cash to Idaho Power.
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 reasonablejudgment ofldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deerred to
have acceptable fi nancial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. ldaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).
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
49
form acceptable to ldaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
50
E-1
APPENDIX E
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 7.55 MW of Capacity)
Base Energy Heavy Load Purchase Price - For all Base Enerry received during Heavy Load
Hours, Idaho Power will pay the non-levelized energy price in accordance with Commission
Order 32817 with seasonalization factors applied:
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
Season l -(73.50%)
Year Mills/kWh
Season 2 - (120.00%)
Mills/kWh
94.74
101.41
105.33
t10.21
113.91
I 17.05
121.51
126.55
130.91
133.37
13s.94
138.46
140.52
143.52
146.78
150.r0
154.01
158.40
162.97
168.75
175.76
183.07
t 90.61
199.10
204.58
Season3-(100.00%)
Mills/kWh
78.95
84.51
87.77
91.84
94.93
97.54
101.25
105.46
109.09
I I l.l4
I13.28
1 15.39
l r 7.10
r 19.60
122.32
125.09
128.34
132.00
135.81
140.62
146.46
152.56
r 58.85
165.92
170.48
2037
2038
2039
58.03
62.11
64.s1
67.50
69.77
7t.69
74.42
77.51
80. l8
8r.69
83.26
84.81
86.07
87.91
89.91
91.94
94.33
97.02
99.82
103.36
t07.65
112.13
116.75
r2r.95
t25.30
5l
E-2 Base Enerey Lieht Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the nonJevelized energy
328 17 with seasonalization factors applied:
in accordance with Commission Orderprice
Year
20ls
2016
zAt7
2018
2019
2020
202r
2022
2023
2024
2025
2026
2027
2028
2029
2030
203r
2032
2033
2034
203s
2036
Seasonl -(73.50%)
Millvkwh
52.68
56.76
59.16
62.r5
64.42
66.34
69.07
72.16
74.83
76.34
77.91
79.46
80.72
82.56
84.55
86.59
88.98
91.67
94.47
98.01
102.30
106.78
I i 1.40
116.60
119.95
Season2-(120.00o/o)
Mills/kWh
Season3-(100.00%)
Millvkwh
86.00
92.98
96.59
10t.47
105.18
108.31
rt2.77
117.81
122.18
r24.64
r27.21
129.73
131.78
134.79
138.05
141.37
t45.27
149.67
754.24
160.0r
167.02
t74.33
181.88
190.37
19s.84
7t.67
77 -23
80.49
84.56
87.65
90.26
93.97
98.18
101.81
103.85
106.00
108.11
109.82
112.32
115.04
117.81
12t.06
t24.72
128.53
133.34
139.18
145.28
t5r.57
r58.64
163.20
2037
2038
2039
52
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 non-levelized energy price in accordance with Commission
Order 32817 with seasonalization factors applied:
Year
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
Season I - (73.50o/o) Season 2 - (120.00%) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWh
55.65
59.73
62.13
65.12
67.39
69.31
72.04
75.13
77.80
79.31
80.88
82.43
83.69
85.s3
87.52
89.56
91.9s
94.64
97.44
r 00.98
105.27
109.75
114.37
119.57
122.92
90.85
97.52
101.44
106.32
r 10.03
r 13.16
117.62
122.66
127.02
129.49
132.05
r 34.58
136.63
139.64
142.90
146.22
1 50.1 2
154.51
159.09
164.86
17 t.87
1 79.1 8
186.73
195.21
200.69
75.71
81_27
84.53
88.60
91.69
94.30
98.01
102.22
105.85
107.90
I10.04
112.15
I13.86
I16.36
I 19.08
l2 I .85
125.10
128.76
132.57
137.38
143.22
149.32
155.61
162.98
t67.24
2037
2038
2039
53
APPENDIX F
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 7.55 MW of Capacity)
F-l Base Enerey 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 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh MillsikWhYear
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
44.63
48.52
50.72
53.s 1
55.57
57.28
59.80
62.68
65.1 3
66.42
67.77
69.09
70.12
71.72
73.48
75.28
77.43
79.87
82.42
85.70
89.t3'
93.95
98.30
103.23
r 06.31
72.86
79.21
82.81
87.36
90.73
93.52
97.64
102.33
r06.34
108.44
r 10.64
ll2.80
114.48
I 17.10
t19.97
122.90
126.41
130.40
134.56
139.91
146.50
1s3.38
160.50
r68.54
173.57
60.71
66.01
69.00
72.80
75.60
77.93
8l .36
85.28
88.62
90.37
92.20
94.00
95.40
97.58
99.98
t02.42
105.34
108.66
112.13
116.59
122.48
127.82
133.75
140.45
144.64
2037
2038
2039
54
F-2 Base Energv Lieht Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized anergy price in accordance with Commission Order
32817 with seasonalization factors applied:
Season | - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 7o)
Mills/kwh MillslkWh MillYkwhYear
2015
2016
2017
2018
2019
2020
202t
2022
2023
2024
2A25
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
203',1
2038
2039
39.27
43.17
4s.37
48.16
54.22
51.93
54.45
57.33
59.78
61.07
62.42
63.74
64.77
66.37
68.13
69.93
72.07
74.s2
77.07
80.3s
84.38
88.60
92.95
97.88
100.96
64.t2
70.48
74.07
78.62
81.99
84.79
88.90
93.60
97.60
99.71
101.91
104.06
105.74
108.36
ttt.24
114.17
r17.67
12t.66
t25.82
13 l.l 8
137.76
144.65
tst.7 6
1s9.80
t64.83
53.43
58.73
61.72
65.52
68.32
70.65
74.08
78.00
81.34
83.09
84.92
86.72
88.12
90.30
92.70
95.14
98.06
101.38
104.85
109.31
114.80
120.s4
126.47
133.t7
137.36
55
F-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Enerry Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 32817 with seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWhYear
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
42.24
46.14
48.34
51.13
s3.1 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
t00.85
103.93
68.97
75.32
78.92
83.47
86.84
89.63
93.75
98.45
r02.45
104.55
106.76
108.91
I 10.59
113.21
116.09
I r 9.01
122.52
126.51
130.67
r 36.03
142.61
149.49
1s6.61
164.6s
169.68
65.76
69.s6
72.37
74.69
78.12
82.04
8s.38
87.1 3
88.96
90.76
92.16
94.34
96.74
99.1 8
102. I 0
105.42
108.89
I13.35
I18.84
124.58
130.51
137.21
141.40
57.48
62.77
56
APPENDIX G
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 Cornpany 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 notifu ldaho Power in writing. This notice will
advise ldaho 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 ldaho Power may terminate
this Agreement.
Priorto the First Energy date and subsequently within l0 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of Insurance in the name of 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.
57