20150130Application and Attachment.pdf

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An IDACORP Company
?i]i5 Jf,il 30 Pi''l
DONOVAN E. WALKER
Lead Counsel
January 30,2015
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. !PC-E-15-02
J.R. Simplot Company - Pocatello Project - ldaho Power Company's
Application Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
t9
DEW:csb
Enclosures
Donovan E. Walker
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (!SB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwal ker@ idahopower. com
Attorney for Idaho Power Company
!N THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH J.R.
SIMPLOT COMPANY FOR THE SALE AND
PURCHASE OF ELECTRIC ENERGY
FROM THE SI MPLOT.POCATELLO
PROJECT.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-15-02
APPLICATION
Idaho Power Company ("ldaho Powed'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 Idaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ('ESA")
between ldaho Power and J.R. Simplot Company ("Simplot" or "Se!!e/') under which
Simplot would sell and ldaho Power would purchase electric energy generated by the
Simplot-Pocatello cogeneration project ("Facility") located near Pocatello, ldaho. This
request is for a replacement ESA applicable to an existing project.
ln support of this Application, ldaho Power represents as follows:
APPLICATION - 1
I. INTRODUCTION
1. Simplot currently has a PURPA ESA with ldaho Power for this Facility that
was executed on February 19, 2013, and was approved by Commission Order No.
32790 in April 2013. The expiration date of the 2013 agreement is March 1 ,2015.
2. The ESA submitted herewith is a replacement contract for the same
Qualifying Facility ('QF') contracting with the same utility for a new term and with a new
contract. This ESA complies with the Commission's Order Nos. 32697,32737, and
32802 from Case No. GNR-E-11-03. The ESA contains published rates for projects of
10 average megawatts ("aMW") or less pursuant to Commission Order No. 33084.
Because the Facility is an existing QF whose previous contract with ldaho Power is
expiring (replacement contract), the ESA contains capacity payments for the entire term
of the agreement, with no sufficiency period. Pursuant to the Commission's direction in
its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for
a QF in the "othe/' categorization pursuant to the Surrogate Avoided Resource ("SAR")
avoided cost methodology.
3. The ESA, dated January 30,2015, was signed by Simplot on January 29,
2015, and was signed by ldaho Power on January 30, 2015. 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 the Commission's Order
No. 33084.
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC'), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
APPLICATION - 2
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 21O 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 line loss. Then the Commission issued
Reconsideration Order Nos. 32737 and 32802 on February 5, 2013, and May 5, 2013,
respectively, which further clarified certain terms and conditions of power purchase
agreements. Most recently, in Order No. 33084, the Commission directed ldaho Power
to utilize July 2021 as its first capacity deficit in the Company's SAR methodology,
effective July 30, 2014. However, because this ESA is a replacement contract, its rates
contain capacity payment for the entire year of the contract term.
III. THE ENERGY SALES AGREEMENT
6. On January 30, 2015, ldaho Power and Simplot entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for an "othe/' project. A copy of the ESA is attached to this
APPLICATION - 3
Application as Attachment 1. Under the terms of this ESA, Simplot elected to contract
with ldaho Power for a one-year term using the non-levelized other 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 Simplot on January 29,
2015. lt was subsequently executed by ldaho Power on January 30, 2015, and now
filed for the Commission's review.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated February
19,2013, that expires on March 1,2015. Simplot proposes to continue to operate and
maintain a 15.9 megawatt ("MW') (Maximum Capacity Amount, paragraph B-4,
Appendix B) energy facility located near Pocatello, ldaho. The Facility is a QF under
the applicable provisions of PURPA.
8. The nameplate rating of this Facility is 15.9 MW. As defined in paragraph
1.22 and paragraph 4.1.4 of the ESA, Simplot will be required to provide data on the
Facility that ldaho Power wil! use to confirm that under normal and/or average
conditions, the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the ESA, should the Facility exceed 10 aMW on a
monthly basis, ldaho Power will accept the energy (lnadvertent Energy) that does not
exceed the Maximum Capacity Amount, but wil! not purchase or pay for this lnadvertent
Energy.
9. As the Facility is already interconnected and selling energy to ldaho
Power, the ESA specifies a Scheduled First Energy Date and Scheduled Operation
Date for this Facility of March 1,2015, but shall be no later than 120 days after a
APPLICATION - 4
Commission final, non-appealable order has been issued approving this agreement.
See Appendix B. As specified in Articles lV and V of this ESA, the parties recognize
that information provided under the previous agreement may sti!! 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. !n addition, ldaho Power will
monitor the ongoing requirements through the ful! 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 72will be assessed to Simplot.
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
or similar to those that were recently approved by the Commission in Case Nos.
IPC-E-14-06, IPC-E-14-07, IPC-E-14-23, !PC-E-14-39, and IPC-E-1 4-12. Those
changes include: reference to the lntercontinental Exchange (lCE) index and formula;
modified provisions regarding Delay Liquidated Damages and Delay Security pursuant
to Order No. 32697; reference to Seller ownership of Environmenta! Attributes;
provisions providing for revision of lnitial Year Monthly Net Energy Amounts on a
monthly rather than quarterly basis; provisions allowing Seller the option to claim
APPLICATION - 5
maintenance will be scheduled at the same time each year with one notification; and
several other minor provisions.
12. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between Simplot and
ldaho Power was executed on February 19, 2013. PURPA QF generation must be
designated as a network resource (.DNR") to serve ldaho Powe/s retail load on its
system. ln order for the Facility to maintain its DNR status, there must be a power
purchase agreement associated with its transmission service request in order to
maintain compliance with ldaho Powe/s non-discriminatory administration of its Open
Access Transmission Tariff (OATT) and maintain compliance with FERC requirements.
13. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
all payments ldaho Power makes to Simplot for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
14. 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.
APPLICATION - 6
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. 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 Administrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
rallphin@idahooower. com
VI. REQUEST FOR RELIEF
16. 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 ESA between ldaho Power and Simplot, without change or condition;
and, if accepted, (3) declaring that all payments for purchases of energy under the ESA
between ldaho Power and Simplot be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfutly submitted this 30th day of January 2!15.
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 7
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 30th day of January 2015 t served a true and
correct copy of the within and foregoing APPLICATION upon the following named
parties by the method indicated below, and addressed to the following:
J.R. Simplot Company
Attn: Corporate Secretary
J.R. Simplot Company
P.O. Box 27
Boise, ldaho 83707
Don Sturtevant
J.R. Simplot Company
P.O. Box 27
Boise, ldaho 83701
Hand DeliveredX U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Hand Delivered
U.S. Mail
Overnight Mail
FAXX Email do n. stu rteva nt@si m plot. co m
APPLICATION - 8
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E -15-02
IDAHO POWER COMPANY
ATTACHMENT 1
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
J.R. SIMPLOT COMPANY
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 SCADATelemetry
Records
Operations
Indemnification 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 - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
AppendixC - Engineer'sCertifications
Appendix D - Other Facility Energy Prices
AppendixE - InsuranceRequirements
ENERGY SALES AGREEMENT
(Other Facility l0 average Monthly MW or Less)
Project Name: Simplot - Pocatello
Project Number: 41870295
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this day of
,2015 between J.R. SIMPLOT COMPANY a Nevada 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 Qualifuing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualifuing Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "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 of the Seller for all purposes,
I
z:
t.2
1.3
1.4
1.5
until such time as an authorized officer of the Seller shall have delivered to ldaho 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.
"Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph
"Commission" - The ldaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Delay Damages" - 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.
"Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in the applicable Appendix D of this Agreement. If
this calculation results in a value less than 0, the result of this calculation will be 0.
1 .10 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l 1 "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.
1.12 "Environmental Attributes'o - 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. EnvironmentalAttributes include but are not limited to: (l) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
1.8
1.9
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (CHo), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. EnvironmentalAttributes 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.
1.13 "Facility" - That electric generation facility described in Appendix B of this Agreement
l.l4 "Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate Capacity's
that are installed at this Facility.
1.15 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV.
I .16 "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 Idaho Power or Facility: I )
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.
"Generation lnterconnection Agreement (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
"Generation Unit" - a complete electrical generation system within the Facility that is able to
generate and deliver energy to the Point of Delivery independent of other Generation Units within
the same Facility.
I .19 "Heavy Load Hours" - The daily hours from hour ending 0700 - 2200 Mountain Time, ( l6 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
1.20 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
1.21
1.22
1.23
more particularly described in paragraph 7.5 of this Agreement.
"Interconnection Facilities" - All equipment specified in the GIA.
"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 MW per month
and is therefore eligible to be paid the published rates in accordance with Commission Order No.
32697.
"Light Load Hours" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
"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
t.25
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
"Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
"Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as specified
in Appendix B of this Agreement.
"Mid-Columbia Market Energy Cost" - is 82.4% 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:
n
.824 + ( Z {(lCE Mid-C Peak Avg* * HL hours for day) +
X=l
(lCE Mid-C Off-Peak Avg* * LL hours for day)) I (n*24))
where n = number of days in the month
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.
1.26
1.27
t.28
1-29 "Monthly Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.30 "Nameplate Capacitv" -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 paragraph 4.1.4 of this Agreement.
l.3l "Net Energy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
| .32 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.33 "Other Facilitv" - In accordance with IPUC Order 32697 and Order 32802, a generation facility
that is not a Solar, Wind, Seasonal Hydro or Non-seasonal Hydro generation facility.
1.34 "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 Idaho 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 Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
6
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.37 "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.
I .3 8 "Schedule 72" - Idaho Power's Tariff No 1 0 I , Schedule 72 or its successor schedules as approved
by the Commission.
I .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.
I .41 "Surplus Energy" - Is ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly 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 than90%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 ldaho Power electrical system for that given month, or (3) all Net Energy produced
by the Seller's Facility and delivered by the Facility to the ldaho Power electrical system prior to
the Operation Date, or (3) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
1.42 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
2.1
2.2
3.1
3.2
the advice, experience or expertise of ldaho 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 Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and ldaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifying Facility Status - Seller warrants that the Facility is a "Qualifl,ing Facility," as that term
is used and defined in l8 CFR 292.201 et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualifuing Facility status during the term of this Agreement and
Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifuing Facility status and associated
support and compliance documents at anytime during the term of this Agreement.
Other Facilit), Qualification - Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.33 of this Agreement. Seller will take such steps as may be required to
maintain the Other Facility status during the full term of this Agreement, Idaho Power reserves
the right to review the Other Facility status of this Facility and associated support and compliance
documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the Effective Date of this Agreement, this Facility has been delivering energy to ldaho
Power in accordance with an Energy Sales Agreement dated February l9th,20l3 that expires on
J.)
4.1
March 1", 2015, and some of the requirements of this Article are very similar to the requirements
of this previous Agreement. Prior to the First Energy Date and as a condition of ldaho Power's
acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power shall
review the previously provided information and at ldaho Power's sole discretion may l) accept
the previously provided information as satisfaction of the individual 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 or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, l8
CFR292.201 et seq. as a certified Qualifuing Facility and evidence of compliance with
the eligibility to be classified as an Other Facility as defined in paragraph 1.33 of this
Agreement.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to ldaho 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 ( I 99 I ).
4.1.3 Commission Approval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, each Generation Unit's 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 l0
MW, it will be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds l0 MW, Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed l0 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.
l0
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 ldaho 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 Network Resource Designation - Confirm that the Seller's Facility has been designated
as an ldaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 8 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(DNR) prior to Idaho Power accepting any energy from this Facility. Appendix
B item 8 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility's Maximum 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.
4.1.9.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating
this resource as an Idaho Power DNR. The final process must be initiated at a
minimum 30 days prior to the First Energy Date. Therefore, Idaho Power will
begin this process 30 days prior to the Scheduled First Energy Date specified in
Appendix B of this Agreement and only after Idaho Power has received
confirmation that the GIA requirements have either been completed or there is
certainty that they will be completed prior to the Scheduled First Energy Date. If
ll
5.1
5.2
the Seller estimates that the actual First Energy is expected to be different then
the Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notify Idaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances willthe Facility be able
to deliver any energy to ldaho Power until such time as ldaho Power has
designated this Facility as an Idaho Power Network Resource. The Facility will
be granted status as an Idaho Power Designated Network Resource upon
successfulcompletion of all requirements of the GIA and compliance with the
requirements of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the Effective Date and shall continue in full force and effect for a period of one (l) Contract
Years from the Operation Date.
Operation Date - 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 February lgth,2Ol3
that expires on March 1't,2015, and some of the requirements of this Article are very similarto
the requirements of this previous Agreement. Idaho Power shall review the previously provided
information and at ldaho Power's sole discretion may l) accept the previously provided
information as satisfaction of the individual 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:
12
At a minimum, 7 SYo of the Facility Nameplate Capacity as identified in Appendix B,
item, B-l has achieved First Energy Date.
Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to provide
energy in a consistent, reliable and safe manner.
Engineer's Certifications - An Engineer's Certification of Ongoing Operations and
Maintenance (O&M) dated February 15,2013 was provided to Idaho Power under
the previous Energy Sales Agreement (*2013 Agreement"). Under the 2013
Agreement, Seller is required to provide a new Engineer's Certificate of Ongoing
Operations and Maintenance every three years after the Operation Date. Therefore,
no later than February 15,2016, and every three years thereafter, Seller shall provide
Idaho Power with an Engineer's Certification of Ongoing Operations and
Maintenance as required in Article 19.2.2 of this Agreement. This certificate will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
Seller has requested an Operation Date from Idaho Power in a written format.
Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by ldaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by ldaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or 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.
a)
b)
c)
d)
e)
5.3
5.4
13
5.5
5.6
6.1
6.2
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by ldaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due ldaho Power within 30 days after this Agreement has been
terminated. Seller shall respond within 15 days. In the event of a dispute regarding the
calculation of Termination Damages, either party may resort to a court of competent jurisdiction.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to 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 l0 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 Energy Amounts provided as of the Effective Date of this Agreement:
Season I
Month
March
April
May
July
August
November
December
June
September
kwh
6,763,636
6,545,454
6,762,960
6,763,636
6,763,636
6,544,800
6,762,960
4,363,200
6,545,454
Season 2
t4
Season 3 October
January
February
6,763,636
6,763,636
6,109,091
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:
Notification Month Future monthly 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 Idaho Power in accordance with
paragraph 25.1 or by electronic notice provided and verified via return electronic
verification of receipt to the electronic notices address specified in paragraph
2s.1.
Failure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided Estimated Net Energy Amounts.
b.)
l5
6.2.3.1 Idaho Power Adjustment of Estimated Net Energy 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 Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU : Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
RSH reduced or suspended under paragraph 12.2.1 or 12.3.1
TH Actual total hours in the current month
Resulting formula being:
Adjusted
l'*'Hi"'i, NEA ( (
SGU RSH
rGU- x NEA ) *( *))
This Adjusted Estimated Net Energy Amount
calculations for only the specific month in which
16
will be used in applicable Surplus Energy
Idaho Power was excused from accepting the
6.3
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 Idaho 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 effect as of the Operation Date shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price
as specified in 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 -
7.1
7.2
7.3
7.4
7.5
7 .5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW : 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate and deliver no
t7
7.5.2
7.5.3
more than l0 average MW monthly and therefore does not intend to generate and
deliver 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.
Seller's eligibility for published rate pricing is dependent upon not exceeding l0
average MW monthly of deliveries to Idaho Power. Consistent and material delivery
of Inadvertent Energy to Idaho Power means that the Seller was not eligible for the
published rates contained in this Agreement and will be a Material Breach thereof.
7.6 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 ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122,695 P.2d 1 261 (1985), Afton Energy. Inc. v. Idaho PowerCompany, lll 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 VII I : ENVIRONMENTAL ATTRIBUTES
Pursuant to Commission Order 32697 and 32802 the Environmental Attributes and Renewable
Energy Certificates as defined within this Agreement and directly associated with the production
of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
7.8
8.1
9.1
l8
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full
term of the Agreement in accordance with the G[A.
l0.l
ARTICLE X:
METERING. METERTNG COMMUNICATIONS AND SCADA TELEMETRY
Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy production, Station Use, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's energy production into the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all initial and
ongoing costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph 10. I and 10.2, ldaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to ldaho Power. Seller shall grant ldaho
19
Power sole control and use of this dedicated SCADA and telecommunications equipment.
Specific details and requirements for this SCADA Telemetry and telecommunications equipment
will be established in the GIA process and documented in the GIA. Seller shall be responsible for
all initial and ongoing costs of this equipment as specified in Schedule 72 and the G[A.
ARTICLE XI - RECORDS
I l.l 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 records in a form and content acceptable to Idaho Power. Monthly records shall be
retained for a period ofnot less than five years.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Surplus Energy, Inadvertent Energy and maximum generation (kW) records pertaining to the
SelleCs Facility.
ARTICLE XII: OPERATIONS
12 .1 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 Energy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If intemrption of energy deliveries is allowed by Section 210 of the
20
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.304
If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix D. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energ.v Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
2t
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. tn 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 notifo 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 ldaho Power's acceptance of the described Forced
Outage as qualifoing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an
acceptable Forced Outage will be based upon the clear documentation provided by the
Seller that the Forced Outage is not due to an event of Force Majeure or by neglect,
disrepair or lack of adequate preventative maintenance of the Seller's Facility.
22
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide information with regard to ldaho Power planned maintenance 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 interrupt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, realtime 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
ldaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) construction, ownership, operation or
maintenance oC or by failure of, any of such Party's works or facilities used in connection with
13.1
23
this Agreement, or (b) negligent or intentional acts, effors or omissions. The indemnifring Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemnifuing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix E.
t4.t
ARTICLE XTV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise 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 ofthe 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
occurence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before
such occurrence shall be excused as a result ofsuch occurrence.
24
ARTICLE XV: LIABILITY: DEDICATION
l5.l Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
l6.l
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement 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.
t7.t
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
l8.l This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
25
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l Disputes - All disputes related to or arising underthis Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
appropriate authority for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
19.2.2
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the non-defaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches-The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3 . I Insurance - Evidence of compliance with the provisions of Appendix E. If Seller fails
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
t9.3.2
26
19.3.3
(O&M) from a Registered Professional Engineer licensed in the State of ldaho, 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. In 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 onlv be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
2l.l 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.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
27
22.1
23.1
24.1
25.1
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any parfy with which ldaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all 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.
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 Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
J.R. Simplot Company
Attn: Corporate Secretary
P.O. Box 27
Boise, ID 83707
Telephone: [phone]
Fax:
E-mail:
208-389-7464
david.spurl [e-mail]
28
Copy of document to:
J.R. Simplot Company
Attn: Don Sturtevant
P.O. Box 27
Boise, ID 83707
Telephone: [phone]Cell: 208-340-3436E-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, Idaho 83707
E-mail : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
Name Title
Don Stu rteva nt, 208-389 -7 306,
don.sturteva nt@sim plot.com
Energy Director
John Bob, 2O8-234-53L7,
[e-mail]
Plant Manager
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
29
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equalemployment 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. 5 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
C.F.R. 60-1.4,41 C.F.R. 60-250.5, 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) Submitted an interconnection application for this Facility and is in
compliance with all payments and requirements of the interconnection
process.
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 ldaho Power Designated Network Resource. If
final interconnection or transmission studies are not complete at the time the
Seller executes this Agreement, the Seller understands that the Seller's
obligations to pay Delay and Termination Damages associated with the
project's failure to achieve the Operation Date by the Scheduled Operation
Date as specified in this Agreement is not relieved by final interconnection or
transmission costs, processes or schedules.
Provide acceptable and verifiable evidence to Idaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order 32817 provides the
b)
c)
30
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal
Hydro Facilities, Other Facilities, Solar Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Other Facility Energy Prices
Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
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.
29.1
ARTICLE XXIX: ENTIRE AGREEMENT
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 WITNESS WIIEREOF, The Parties hereto have caused tlris Agreement to be executed
in their respective names on th€ dates set forth below:
Idaho Power Company J.R. Simplot Cornpany
'** l. ro 15
*ldaho Power"
Dated /-2a- Jot€
'Sellcr"
Sr. Vice President, Powar Supply Vice President,
Mining and Manufacturing
32
APPENDIX A
A _I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, 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 ldaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
JJ
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING R-EPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outout
Station
Usase
* Breaker Openinp Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 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 READTNG 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
Sel ler's Contact Information
Project Management
Name: Paul Malek
Telephone Number: 208-234-5433
Cell Phone: [phone]
24-Hour Project Operational Contact
Name: Central Control Operator
Telephone Number: 208-234-5450
CellPhone:
Proiect On-site Contact information
Name: Paul Malek
Telephone Number: 208-234-5433
35
B-l
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Simplot - Pocatello
Project Number: 4187 0295
DESCRIPTION OF FACILITY
The Seller's Facility is described as one General Electric synchronous generator with a three-
phase nameplate rating of I 8.75 MVA at 13 .2 kV three phase, 60 hertz, driven by a steam turbine.
Facility Nameplate Capacity: 15.9 MW
Var Capability (Both leoding and lagging) Leading is 0.9 Lagging is 0.9
LOCATION OF FACILITY
Near: Within the Simplot Fertilizer plant at Pocatello. Idaho
Actual or nearest physical street address: I 150 Highway 30 West. Pocatello. ID 83204
GPS Coordinates: Latitude Decimal Degrees 112j278 Longitude Decimal Degrees 42.9093
State: Idaho County: Power
Description of Interconnection Location: The Interconnection Point for the Simplot Pocatello
Project is the low-side bushings of the Idaho Power owned Don Substation metal clad vacuum
breaker connected to the Simplot three phase transformer bank. The project's location is in the
South Half of Section 7, Township 6 South, Range 34 East, Boise Meridian, of Power County,
Idaho.
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 on March 1't,2015 it is expected that the First Energy
Date and the Operation Date for this Agreement shall both occur at the same time. Assuming this
Agreement is completed and approved by the Commission prior to March l't, 2015 and the Seller
B-2
B-3
36
B-5
has completed all requirements of Anicle IV and V of this Agreementthe First Energy Date and
Operation Date shall occur on March 1't,2015 simultaneously with the expiration of the prior
energy sales agreement. If any of these conditions are not completed prior to March 1 ", 20 I 5 the
Scheduled Operation Date of this Facility shall be no laterthan 120 days afterthe Commission
has approved this Agreement.
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 15.9 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 ldaho Power electrical system at any moment in
time.
POTNT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the ldaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the ldaho Power Point of Delivery. This loss calculation will be initially set at 2Yo of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides ldaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
B-6
37
B-7
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the ldaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an ldaho Power designated network resource (*DNR"). Federal Energy
Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the
application to achieve DNR status for this Facility. Because much of the information ldaho
Power needs to prepare the DNR application is specific to the Seller's Facility, Idaho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have l) filed a
Generation Interconnection application, 2) submitted all information required by Idaho Power to
complete the application, and 3) either executed this Agreement or, at a minimum, provided
Idaho Power with confirmation of the Seller's intent to complete this Agreement in a timely
manner. Seller's failure to provide complete and accurate information in a timely manner
can significantly impact ldaho Power's ability and cost to attain the DNR designation for
the Seller's Facility and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
38
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MATNTENANCE
The undersigned on behalf of himself/herself
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter 'oAgreemen!" between
Idaho Power as Buyer, and as Seller, dated
and
3. That the cogeneration or small power production project which
and this Statement is identified as ldaho Power Company Facility No.
referred to as the "Project".
is the subject of the Agreement
and hereinafter
4. That the Project, which is commonly known as the Project, is located in
Section TownshipRange-'BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to ldaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
39
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, effrciency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/trer hand and seal below.
(P.8. Stamp)
Date
By
D-l
APPENDIX D
OTHER FACILITY ENERGY PRICES
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 32817 with seasonalization factors applied:
Year
2015
2016
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh MillslkWh Mills/kWh
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order
32817 with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2015 35.78 58.41 48.68
2016 3s.46 57.89 48.24
All Hours Energ.v Price - The price to be used in the calculation of the Surplus Energy Priceand
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 32817 with seasonalization factors applied:
41.13
40.81
67.15
66.63
55.96
55.52
D-2
D-3
Year
2015
2016
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWh
38.75 63.26 s2.72
38.43 62.74 52.28
4l
APPENDIX E
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
lnsurance Requirements:
l.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifu Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this
notice and to comply with these 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 l0 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 Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
,-
4.