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An IDACORP Company
November 13,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-39
Blind Canyon Aquaranch lnc. - ldaho Power Company's Application
Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
DONOVAN E. WALKER
Lead Gounse!
DEW:csb
Enclosures
"u/4
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
Very truly yours,
6-novan E. Walker
DONOVAN E. WALKER (!SB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
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
BLIND CANYON AQUARANCH INC. FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE BLIND CANYON
HYDRO PROJECT.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-14-39
APPLICATION
ldaho Power Company ("ldaho Powe/'or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
('PURPA"), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ('ESA")
between ldaho Power and Blind Canyon Aquaranch Inc. ("Blind Canyon" or "Selle/')
under which Blind Canyon would sell and ldaho Power would purchase electric energy
generated by the Blind Canyon Hydro project ("Facility") Iocated near Wendell, ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The small hydro generation facility that is subject to this ESA (Blind
Canyon Hydro) is currently selling energy to ldaho Power under a 2O-year PURPA
agreement that was executed in 1994, and approved by Commission Order No. 25852
in January 1995. The expiration of the 1994 agreement is December 14,2014.
2. Blind Canyon has requested a new 20-year PURPA qualifying facility
(.QF') ESA, for a Non-Seasonal Hydro project less than 10 average megawatts
("aMW") to go into effect immediately following the expiration of the existing agreement
on December 14, 2014. Commission Order No. 32697 established that an existing
project will continue to receive ful! capacity payments if it requests an agreement to sell
energy to ldaho Power after its existing agreement expires. Commission Order No.
32737 identified these types of ESAs as "replacement contracts" and confirmed that the
published avoided costs available for replacement contracts will include capacity
payments for all years of the ESA.
3. The ESA was executed in compliance with the Commission's orders
directing the implementation of PURPA for the state of ldaho and contains avoided cost
rates pursuant to Commission Order No. 33084, including capacity payments for all
months of the ESA as required by Commission Order Nos. 32697 and 32737 for a
replacement contract.
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
APPLICATION - 2
purchase power produced by cogenerators or small power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally referred to as the
"avoided cost" rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both, which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations
for the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
The Commission further established and defined numerous contract terms and
conditions for standard power purchase agreements entered into between regulated
utilities and QFs. On January 2, 2013, the Commission issued Errata to Order No.
32697, which corrected published avoided cost rates to include energy payments not
discounted by transmission and Iine loss. Then the Commission issued reconsideration
Order Nos. 32737 and 32802 on February 5, 2013, and May 5, 2013, respectively,
which further clarified certain terms and conditions of power purchase agreements.
Most recently, in Order No. 33084, the Commission directed ldaho Power to utilize July
202'l as its first capacity deficit in the Company's surrogate avoided resource
methodology, effective July 30, 2014. However, because this ESA is a replacement
contract, its rates contain capacity payment for all years of the contract term.
APPLICATION - 3
III. THE ENERGY SALES AGREEMENT
6. On October 31, 2014,ldaho Power and Blind Canyon entered into an ESA
pursuant to the terms and conditions of various Commission orders applicable to this
replacement PURPA QF ESA for a Non-Seasonal Hydro project. A copy of the ESA is
attached to this Application as Attachment 1. Under the terms of this replacement ESA,
Blind Canyon elected to contract with ldaho Power for a 2O-year term using the non-
levelized, Non-Seasonal Hydro published avoided cost rates as currently established by
the Commission in Order No. 33084 as modified by Commission Order Nos. 32697 and
32737 for replacement contracts and for energy deliveries of less than 10 aMW. This
ESA was executed by Blind Canyon on October 30, 2014. !t was subsequently
executed by ldaho Power on October 31 , 2014, and now filed for the Commission's
review.
7. Prior to the Effective Date of this agreement, this Facility has been
delivering energy to ldaho Power in accordance with an Energy Sales Agreement dated
December 14, 1994, that expires on December 14, 2014. Blind Canyon proposes to
continue to operate and maintain a 1.625 megawatt ('MW") (Maximum Capacity
Amount, paragraph B-4, Appendix B) Non-Seasona! Hydro energy facility located near
Wendell, ldaho. The Facility is a QF under the applicable provisions of PURPA.
8. The nameplate rating of this Facility is 1.625 MW (paragraph B-1 of the
ESA). As defined in paragraphs 1.21 and 4.1.4 of the ESA, Blind Canyon wi!! 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
APPLICATION - 4
exceed 10 aMW on a monthly basis, ldaho Power will accept the energy (lnadvertent
Energy) that does not exceed the Maximum Capacity Amount, but will not purchase or
pay for this lnadvertent Energy.
9. As this project is already interconnected and selling energy to ldaho
Power under a previous agreement, Blind Canyon has selected December 15, 2014, as
the Scheduled First Energy Date and Scheduled Operation Date in order to maintain
uninterrupted operation after the expiration of the existing agreement on December 14,
2014. As specified in Articles IV and V of this ESA, the parties recognize that
information provided under the previous agreement may still be applicable to this new
replacement ESA. As specified in the ESA, ldaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with
the various requirements for the Seller to be granted a First Energy Date and Operation
Date for this replacement ESA. In addition, Idaho Power will monitor the ongoing
requirements through the full term of this ESA.
10. The ESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable Commission orders.
All applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72wtll be assessed to Blind Canyon.
11. The ESA contains revised terms and conditions subsequent to the
Commission's final and reconsideration orders from Case No. GNR-E-11-03. As such,
the form of the ESA has several terms and conditions that vary from approved
agreements prior to the GNR cases. These revised terms and conditions are the same
APPLICATION - 5
or similar to those recently approved by the Commission in Case Nos. IPC-E-14-06,
IPC-E-14-07, and IPC-E-14-12. Those changes include: reference to the
Intercontinental Exchange (lCE) index and formula; modified provisions regarding Delay
Liquidated Damages and Delay Security pursuant to Order No. 32697; reference to
Seller ownership of Environmental Attributes; provisions providing for revision of Initial
Year Monthly Net Energy Amounts on a monthly rather than quarterly basis; provisions
allowing Seller the option to claim maintenance will be scheduled at the same time each
year with one notification; and several other minor provisions.
12. At the time the 1994 energy sales agreement was executed, the
interconnection requirements and energy sales requirements were all contained within
the same agreement. However, several changes since 1994 require a!! generation
projects to have a specific Generation lnterconnection Agreement ("GlA") and a
separate independent ESA. Therefore, this project wil! be executing a GIA with ldaho
Power prior to the First Energy Date that will be in compliance with Schedule 72,
including payment of costs of any required modifications to the interconnection and the
monthly operational or maintenance charges under Schedule 72.
13. PURPA QF generation must be designated as a network resource
("DNR") to serve ldaho Powe/s retail load on its system. ln order for the Facility to
maintain its DNR status, there must be an ESA associated with its transmission service
request in order to maintain compliance with ldaho Powe/s non-discriminatory
administration of its Open Access Transmission Tariff (OATT) and maintain compliance
with FERC requirements. This ESA will satisfy those requirements and enable this
project to maintain the DNR status that was established under the 1994 agreement. lf
APPLICATION - 6
for any reason there is not an executed ESA in place at the time the 1994 agreement
expires, potentially the DNR status established under the 1994 agreement would be lost
and the project would have to reapply for DNR status and be subject to the
discriminatory regulatory procedures ldaho Power is required to follow for al!
network transmission service requests.
14. Article 21 ol the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
all payments ldaho Power makes to Blind Canyon for purchases of energy will be
allowed as prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
15. ldaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i.e., by written submissions rather than by hearing. RP 201
ef seg. lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
16. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
Regulatory Dockets
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
dockets@ idahopower.com
Randy C. Allphin
Energy Contract Ad m inistrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
rallphin@ idahopower. com
APPLICATION - 7
VI. REQUEST FOR RELIEF
17. ldaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
or rejecting the Energy Sales Agreement between ldaho Power and BIind 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
Blind Canyon be allowed as prudently incuned expenses for ratemaking purposes.
Respectfully submitted this 13th day of November 2014.
AN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 13th day of November 2014 ! 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:
Blind Canyon Aquaranch lnc.
Pat Windes
Blind Canyon Aquaranch Inc.
2757 South 1050 East
Hagerman, ldaho 83332
Hand DeliveredX U.S. Mail
_Ovemight Mail
FAX
Email [e-mail]
APPLICATION - 9
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-14-39
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANIY
AND
BLIND CANYON AQUARANCH INC.
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Non Seasonal Hydro Facility Energy Prices
lnsurance Requirements
ENERGY SALES AGREEMENT
(Non Seasonal Hydro Facility 10 average Monthly MW or Less)
Project Name: Blind Canyon Hydro
Project Number: 3 I 61 5 1 40
THIS ENERGY SALES AGREEMENT ("AGREEMENT'), entered into on thisSl* day of
201$ between BLIND CAI.IYON AQUARANCH, INC, an Idaho corporation (Seller),
and IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to
collectively as o'Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifying Facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric energy
produced by a PURPA Qualiffing Facility.
THEREFORE,In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFIMTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net Energy Amount" - the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
"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 Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
1
1.2
until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.41.
1.4 "Commission" - The Idaho Public Utilities Commission.
1.5 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
1.7 "Delay Damases" - Shall be calculated monthly and shall be - The Estimated Net Energy
Amounts provided as of the Effective Date of this Agreement as specified in paragraph 6.2.1
divided by the number of days in the current month multiplied by the number of days in the Delay
Period in the current month multiplied by the current month's Delay Price.
1.8 "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.
1.9 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix D of this Agreement. If this
calculation results in a value less than 0, the result of this calculation will be 0.
1.10 "Desienated Network Resource (DNR)" - A resource that is designated for ldaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
1.1 I "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l2 "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.
1.13 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) 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 (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations lntergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;' 131
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment 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.
' Auoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
l.l4 "Facility" - That electric generation facility described in Appendix B of this Agreement
l.l5 "Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
l.l6 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V and after the Seller requested First Energy
Date.
I .17 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: l)
equipment failure which was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
1 .1 8 "Generation Interconnection Agreement (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
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.
1.20 "Heavy Load Hours (HL)" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16
hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
l.2l "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
1.22 "Interconnection Facilities" - All equipment specified in the GIA.
1.23 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 33084 and Order No. 32697 (page 21, full capacity payments for
replacement contracts).
1.24 "Lieht Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, IndependenceDay,
Labor Day, Thanksgiving and Christmas.
1.25 "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 the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.26 "Market Energy 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 Enersy Cost" - is 82.4o/o of the monthly arithmetic average of
each day's Intercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C
Off-Peak Avg index prices in the month as follows:
The actual calculation being:
.824 * ( I {GCE Mid-C Peak Avg* * HL hours for day) +
X=1
(ICE Mid-C Off-Peak Arg* * LL hours for day)) I (n*24))
where n = number of days in the month
1.30
1.31
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported..
"Monthly Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
"NAnqepl4e_Q.apasily" -The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, such as transformers
and circuit breakers, under standardized conditions, expressed in amperes, kilovolt-amperers,
kilowatts, volts or other appropriate units. Usually indicated on a nameplate attached to the
individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-1 of this Agreement and validated in paragraph4.l.4 of this Agreement.
"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 ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include lnadvertent Energy.
"Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.32
1.33
1.34 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the ldaho Power electrical system.
1.35 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effi ciently and economically.
1.36 "Renewable Energy Cefti " or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
I.37 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.38 "Schedule 72" - Idaho Power's Tariff No l0l, ScheduleT2 or its successor schedules as
approved by the Commission.
1.39 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.40 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
l.4l "Suelug_Enslry" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Adjusted
Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if
the Net Energy produced by the Seller's Facility and delivered to the ldaho Power electrical
system during the month is less than90o/o of the monthly Adjusted 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
1.42
by the Seller's Facility and delivered by the Facility to the Idaho Power electrical system prior to
the Operation Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
"Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investisation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warrantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacily, adequacy or economic feasibility.
Oualifyine Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualiffing Facility status during the term of this Agreement and
Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualiffing Facility status and associated
support and compliance documents at anytime during the term of this Agreement.
3.2
3.3 FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifuing conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualiffing conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the Effective Date of this Agreement, this Facility has been delivering energy to Idaho
Power in accordance with an Energy Sales Agreement dated December 14,1994 that expires on
December 14,2014, and some of the requirements of this Article are similar to the requirements
of that previous Agreement. Prior to the First Energy Date and as a condition of Idaho Power's
acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power shall
review the previously provided information and at Idaho Power's sole discretion may 1) accept
the previously provided information as meeting the requirements of this Article or, 2) require
updates to the previously provided information or 3) require the Seller to provide new
information to complete the following requirements.
4.1.1 Submit proof to Idaho Power that all licenses, permits, determinations and approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR292.201 et seq. as a certified Qualiffing Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
4.1
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with tdaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the lnitial Capacity Determination. Such data will include
but not be limited to, Generation Unit 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 Amount 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
individual Generation Units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed 10
MW, it will be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
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 10 MW,Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed 10 average monthly MW in any month.
4.1.5 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility. The sum of the individual Generation
Unit Capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this
data, Idaho Power shall review the provided data and determine if the Nameplate
Capacity specified is reasonable based upon the manufacturer's specified generation
ratings for the specific Generation Units.
4.1.6 Completion certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit
has been completed to enable the Generation Unit to beginning testing and delivery of
Test Energy in a safe manner.
4.1.7 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.8 Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.9 Desienated Network Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an ldaho Power DNR 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 DNR prior to Idaho Power
accepting any energy from this Facility. Appendix B item 7 provides
information on the initial application process required to enable Idaho Power to
determine if network transmission capacity is available for this Facility's
ll
5.1
5.2
Maximum Capacity Amount and/or if Idaho Power transmission network
upgrades will be required. The results of this study process and any associated
costs will be included in the GIA for this Facility.
After the Facility has completed all requirements of the GIA that enable the
Facility to come online and at least 30 days prior to the Scheduled First Energy
Date, Idaho Power will complete the process for approving the Seller's Facility
as an Idaho Power DNR. If the Seller estimates that the actual First Energy is
expected to be different then the Scheduled First Energy Date specified in
Appendix B of this Agreement, the Seller must notiff Idaho Power of this revised
date no later than 30 days prior to Scheduled First Energy Date. The Facility
cannot deliver any energy to Idaho Power until it is approved as a DNR after
completing all the requirements of the GIA and complying with the requirements
of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfrlled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the Effective Date and shall continue in fulI force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated December 14,1994
that expires on December 14,2014, and some of the requirements of this Article are very similar
to the requirements of that previous Agreement. Idaho Power shall review the previously
provided information and at Idaho Power's sole discretion may l) accept the previously provided
t2
information as meeting the requirements of this Article or, 2) require updates to the previously
provided information or 3) require the Seller to provide new information to complete the
following requirements. A single Operation Date will be granted for the entire Facility and may
occur only after the Facility has achieved all of the following:
a) At a minimum,TSYo of the Facility Nameplate Capacity as identified in Appendix B,
item, B-1 has achieved First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
c) Ensineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
Maintenance (O&M) Policy as described in Commission Order No.21690. These
certificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
Seller has requested an Operation Date from ldaho Power in a written format.
Seller has received written confirmation from ldaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that ry! caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to expiration of 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.
d)
e)
5.3
5.4
l3
5.5
5.6
5.7
Delay Damaees billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damaees billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Enerev Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to ldaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery.
Estimated Net Energy Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed 10 average monthly MW nor be greater
than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the applicable
month.
6.2.1 Estimated Net Enerey Amounts provided as of the Effective Date of this Asreement:
6.1
6.2
Month
March
April
May
July
August
kwh
0
240,403
795,545
396,982
496,622
Season I
t4
Season 2
Notification Month
November
December
June
September
October
January
February
0
0
577,284
624,732
191,374
0
0
Season 3
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the Seller
may revise all of the previously provided Estimated Net Energy Amounts by providing written
notice to Idaho Power in accordance with paragraph 25.1 .
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts After the Operation Date - After the
Operation Date, the Seller may revise any future monthly Estimated Net Energy Amounts by
providing written notice no later than 5 PM Mountain Standard time on the last business day of
the Notification Month specified in the following schedule:
Future monthly Estimated Net
Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
August
September
October
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
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.t.
Failure to provide timely written notice of changes to the Estimated Net Energy
15
b.)
Amounts will be deemed to be an election of no change from the most recently
provided Estimated Net Energy Amounts.
6.2.3.1 Idaho Power Adjustment of Estimated Net Enerev Amounts - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by Idaho Power, the
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
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) If ldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by Id'ho
Power multiplied by the TGU as defined below.
TGU
RSH =
TH:
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the current month
Resulting formula being:
Adjusted
-Estlmated
Net Energy
Amount
RSH \
,( * ) )
NEA / , SGU
\( rcu
t6
xNEA)
6.3
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
Failure to deliver minimum amounts of Net Energy - Unless excused by an event of Force
Majeure or ldaho Power's inability to accept Net Energy, 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 Estimated
Net Energy Amounts in affect as of the Operation Date shall constitute an event of default.
ARTICLE VII: PTIRCHASE PRICE AND METHOD OF PAYMENT
Base Enerw 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 Appendix D.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix D.
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy as specified in
Appendix D.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Inadvertent Energy -
Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to ldaho 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
7.1
7.2
7.3
7.4
7.5
7.5.1
t7
7.5.2
7.5.3
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate no more than
10 average MW monthly and therefore does not intend to generate Inadvertent
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
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.
7.6
7.7
Payments - 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.
Continuine Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Enerey. Inc., 107 Idaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho I 122, 695 P.zd I 261 (1985), Afton Enersy. Inc. v. Idaho Power Company, 111 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
Pursuant to Commission Order 32697 and32802 the Environmental Attributes and Renewable
Energy Certificates as defined within this Agreement and directly associated with the production
of energy from the Seller's Facility are owned by the Seller.
9.1
ARTICLE IX: FACILITY AND INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full
term of the Agteement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMI.INICATIONS AND SCADA TELEMETRY
Meterine - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy 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 Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 andthe GIA.
Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
r0.l
t0.2
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In addition to the requirements
of paragraph l0.l and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
19
l1.l
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 atdthe GIA.
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period ofnot less than five years.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum
generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
12 .2 Acceptance of Energv -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
by the Facility andInadvertent Energy which would have otherwise been produced
delivered by the Seller to the Point of Delivery:
a.) If energy deliveries are intemrpted due an event of Force Majeure or
tt.2
20
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 CFR 5292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or lnadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from ldaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in this Agreement. Idaho Power will have no responsibility to
pay for any other costs, lost revenue or consequential damages the Facility may incur.
b.)
c.)
d.)
2t
t2.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. In the month(s)
in which the Declared Suspension of Energy occurred, the Estimated Net Energy Amount
will be adjusted as specified in paragraph 6.2.3.
12.3 .2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notifu the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with ldaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine Idaho Power's acceptance of the described Forced
Outage as qualiffing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an
acceptable Forced Outage will be based upon the clear documentation provided by the
22
12.4
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.
Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance 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.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: TNDEMMFICATTON AND INSURANCE
l3.l lndemnification - 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,
23
proximately caused by the indemnifuing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifuing Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifyrng Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix E.
t4.t
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, o'Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occrurence.
(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 of the Force
24
15.1
15.2
Majeure event and which could and should have been fully performed before
such occurrence shall be excused as a result of such occurence.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
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.
16.1
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
17.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
25
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
t9.2
Commission for resolution.
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, specifuing the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurence 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.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
26
19.3
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix E. If Seller fails
to comply, such failure will be a Material Breach.
Ensineer'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
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. ln addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every
fifth Contract Year, Seller will update the documentation described in Paragraph 4.1.1.
If at any time Seller fails to maintain compliance with the permits, licenses and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
19.3.2
19.3.3
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
2t.t
ARTICLE XXI: COMMISSTON ORDER
Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. 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.
27
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, aty party with which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. 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.
23.1
24.1
25.1
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
28
Original document to:
Name: Pat Windes
Address: 2757 5.1050 E.
Hagerman,ID 83332
Telephone: [phone]
Cell: 208-280-2513
E-mail: [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email : [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, tdaho 83707
E-mail : rallphin@ idahopower. com
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
Name Title
Pat Windes President
Jacob Lemmon Vice President
Gary Lemmon Secretary
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.
29
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C . S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 41
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 4l CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Initiated the Generation Interconnection review process which shall result in the
identification of any required modifications, additions, or upgrades to the existing
interconnection of this Facility to enable the Facility to deliver energy in accordance with
this Agreement. Completion of this review process will result in a GIA being created for
this project that will require execution by the Seller and the Idaho Power interconnection
group.
Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's
obligations to pay Delay and Termination Damages associated with the project's failure
to achieve the Operation Date by the Scheduled Operation Date as specified in this
Agreement is not relieved by final interconnection or transmission costs, processes or
schedules.
Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order 33084 provides the current published avoided costs
30
b)
c)
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities. Commission Order 32697 provides for full capacity
payments for existing projects that have requested replacement contracts after their
existing contract expires.
26.3 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 - Non-Seasonal Hydro Facility Energy Prices
AppendixE - 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 concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
31
IN TWITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Blind Canyon Aquaranch
PatWindes
p&l#resiaentDatd rc-31 H Dated /o -Jo - eo/4
"Idaho Powet''
Sr. Vice President Poncr Supply
32
APPENDX A
A _I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
33
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION ATID 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 *l Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Output
Station
Usage
*
1
2
3
4
5
6
7
Breaker Opening Reason Codes
Lack of Adequate Prime Mover
F'orced 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
34
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Manaeement
Name: Pat Windes
Telephone Number: 208-536-2566
Cell Phone:[phone]
24-Hour Project Operational Contact
Name:Pat Windes
Telephone Number: 208-536-2566
Cell Phone:[phone]
Proiect On-site Contact information
Name:Pat Windes
Telephone Number: 208-536-2566
Cell Phone:[phone]
35
B-l
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Blind Canyon Hydro
Project Number: 3 I 61 5 140
DESCRIPTION OF FACILITY
One Synchronous Generator with a nameplate rating of .80 power factor at 1,625 KVA, 2400
Volts, three-phase,60 hertz, driven by a Pelton Wheel Turbine
Facility Nameplate Capacity: 1.625 MW
LOCATION OF FACILITY
Near: Westpoint
Actual or nearest physical street address: 1350 Bob Barton Rd, Wendell, Idaho 83355.
GPS Coordinates: Latitude Decimal Degrees -114.822343
LongitudeDecimalDegrees 42.699818
State: Idaho County: Gooding
Description of Interconnection Location: SE % Section 28, Township 8S, Range 148, BM.
SCHEDULED FIRST ENERGY AND OPERATION DATE
As this Facility is interconnected and already delivering energy to Idaho Power pursuant to an
energy sales agreement that will expire at hour ending 2400 on December 14,2014, it is expected
that the First Energy Date and the Operation Date for this Agreement shall both occur at the same
time. Both the Scheduled First Energy Date and the Scheduled Operation Date will be at hour
beginning 0100 on December 15,2014.
B-2
B-3
36
B.4 MAXIMUM CAPACITY AMOUNT:
This value will be 1.625 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at Nry moment in
time.
B-5 POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
8-6 LOSSES
Pursuant to the energy sales agreement dated December 14, 1994, which expires on December
2014, 1994, the losses for this Facility were established to be l.l5o/o of the kWh energy
production recorded on the Facility generation metering equipment. If the interconnection of this
existing Facility is modified in accordance with this new Energy Sales Agreement and/or the
GIA, this energy loss calculation will be revised to reflect the new interconnection configuration.
If no changes to the existing interconnection are made, the Losses will remain atl.l1oh of the
kWh energy production recorded on the Facility generation metering equipment. If at any time
during the term of this Agreement, Idaho Power or Seller determines that the loss calculation does
not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Facility and the ldaho Power electrical system, Idaho Power may adjust the calculation and
retroactively adjust the previous month's kWh loss calculations.
37
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement that will
expire on December 14,2014.If this Agreement is 1) executed and approved by the Commission
prior to the expiration of the existing agreement and 2) a GIA has been executed by both parties
and 3) the Seller is in compliance with all requirements of that GlA, then the previous DNR status
will be extended for this Agreement. However, if any of these DNR requirements are not
completed prior to the expiration of the existing agreement it will require that this Facility be
processed through the routine DNR process as described below.
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC")
rules require Idaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely
manner is contingent upon timely receipt of the required information from the Seller. Prior to
Idaho Power beginning the process to enable ldaho 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 Idaho Power to complete the application, and 3) either executed this
Agreement or, at a minimum, provided Idaho Power with confirmation of the Seller's intent to
complete this Agreement in a timely manner. Seller's failure to provide complete and
accurate information in a timely manner can signilicantly 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.
38
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and isand this Statement is identified as Idaho Power Company Facility No.
hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridiEl,-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
39
producing at or near the design electrical output, efficiency and plant factor for the fuIl Contact Term of
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
hisftrer knowledge and therefore sets hislher hand and seal below.
By
(P.E. Stamp)
Date
40
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himselflherself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
'oAgreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.and 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 fo. a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, effrciency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hislher hand and seal below.
(P.E. Stamp)
Date
By
42
The undersigned
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
hereinafter collectively referred to as
behalf of himself/herself
"Engineer", hereby states
and
and
certifies to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement", between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as
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 Project, is located in
Township Range Boise Meridian, _ County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
43
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent 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
terrnsoftheAgreementandwithPrudentElectricalPracticesfo.a-yearperiod.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
t2.That Engineer certifies that the above statements are complete, true and accurate to the
best of his4rer knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
Date
By
44
APPENDD( D
NON SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.6 MW of Capacity)
D-1 Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the non-levelized energy price in accordance with Commission
Order 33084 with full capacity payments per Commission Order 32697 and seasonalization
factors applied:
Year
2014
2015
20r6
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
MillslkWh Mills/kWh Mills/kWh
47.8r
46.32
46.07
48.49
51.39
53.60
54.04
55.6r
56.s9
58.24
60.23
6t.63
62.02
63.00
64.34
67.08
69.9r
72.14
75.01
78.03
80.78
83.72
88.79
78.07
75.62
75.22
79.16
83.90
87.51
88.23
90.79
92.40
95.09
98.33
100.62
t01.26
102.86
105.04
109.51
tt4.t4
117.78
122.47
r27.39
l3l .89
136.69
144.96
65.05
63.02
62.69
65.97
69.91
72.92
73.52
75.66
77.00
79.24
81.94
83.85
84.39
85.71
87.54
91.26
95.12
98.15
102.06
106.16
109.90
113.91
120.80
45
D-2 Base Energy Lieht Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
33084 with full capacity payments per Commission Order 32697 and seasonalization factors
applied:
Season I - (73.50 %) Season 2 - (120.00 %\ Season 3 - (100.00 %)
Year MillslkWh Mills/kWh MillslkWh
2014
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
42.46
40.97
40.72
43.t4
46.04
48.25
48.69
50.26
5t.24
52.89
54.88
56.28
56.67
57.65
58.99
61.73
64.56
66.79
69.66
72.67
75.43
78.37
83.44
69.33
66.88
66.49
70.43
75.16
78.77
79.49
82.06
83.66
86.35
89.60
91.88
92.s3
94.t2
96.31
100.78
105.40
109.04
113.74
I 18.6s
123.t5
127.95
136.23
57.77
55.74
55.41
58.69
62.63
65.64
66.24
68.38
69.72
71.96
74.66
76.57
77.11
78.43
80.26
83.98
87.84
90.87
94.78
98.88
t02.62
106.63
rr3.52
46
All Hours Enersy 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 33084 with full capacity payments per Commission Order 32697 and seasonalization
factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
MillslkWh Mills&Wh MillslkWhYear
20t4
20t5
20r6
20t7
2018
20t9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
45.43
43.94
43.69
46.11
49.01
5r.22
51.66
53.23
54.21
55.86
s7.85
59.25
59.64
60.62
61.96
64.69
67.53
69.76
72.63
75.64
78.40
81.34
86.41
74.18
71.73
71.34
75.27
80.01
83.62
84.34
86.91
88.51
91.20
94.45
96.73
97.38
98.97
t0t.l6
t05.62
tto.25
r 13.89
I t 8.s8
t23.50
128.00
132.80
141.08
61.81
59.78
59.45
62.73
66.67
69.68
70.28
72.42
73.76
76.00
78.70
80.6r
81.15
82.47
84.30
88.02
91.88
94.91
98.82
102.92
106.66
110.67
117.56
47
APPENDTX E
INSURANC E REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements :
1.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff ldaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these Insurance Requirements within 5 days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate
this Agreement.
Prior to the First Energy date and subsequently within 10 days of the annual anniversary of
the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance 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.
J.
4.
48