20150331Application.pdf

SEffi*.
An IDACORP Company
DONOVAN E. WALKER
Lead Counsel
March 31,2015
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-15-07
Pristine Springs #1 - ldaho Power Company's Application Regarding
Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
Very truly yours,M
Donovan E. Walker
DEW:csb
Enclosures
122 1 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ id ahopower.co m
Attomey for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
THE IDAHO DEPARTMENT OF WATER
RESOURCES FOR THE SALE AND
PURCHASE OF ELECTRIC ENERGY
FROM THE PRISTINE SPRINGS #1
HYDRO PROJECT.
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3: 50
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. !PC-E-15-07
APPLICATION
Idaho Power Company ("ldaho Powe/'or "Company''), in accoldance 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 the ldaho Department of Water Resources ("!DWR" or
"Selle/') under which IDWR would sell and ldaho Power would purchase electric energy
generated by the Pristine Springs #1 hydro project ("Facility") located near Jerome,
ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. This small hydro generation facility is cunently selling energy to Idaho
Power under a 1O-year PURPA agreement that was executed in 2005, and approved by
Commission Order No. 29766 in April 2005. The expiration date of the 2005 agreement
is Apri! 30, 2015.
2. IDWR has requested a new five-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 April 30, 2015.
Commission Order No. 32697 established that existing projects will continue to receive
full capacity payments if they request agreements to sell energy to ldaho Power after
their existing agreements expire. Commission Order No. 32737 identified these types
of ESAs to be "replacement contracts" and confirmed that the published avoided costs
available for replacement contracts will include capacity payments for a!! years of the
ESAs.
3. The ESA, dated March 26, 2015, was signed by IDWR on March 18,
2015, and was signed by ldaho Power on March 26,2015. The ESA was executed in
compliance with the Commission's orders directing the implementation of PURPA for
the state of ldaho, contains avoided cost rates pursuant to the Commission's Order No.
33084, and contains 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
APPLICAT]ON - 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 refened 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 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. ln
Order No. 33084, the Commission directed ldaho Power to utilize July 2021 as its first
capacity deficit in the Company's surrogate avoided resource methodology, effective
July 30, 2014.
III. THE ENERGY SALES AGREEMENT
6. On March 26, 2015, ldaho Power and IDWR entered into this ESA
pursuant to the terms and conditions of various Commission orderc applicable to this
replacement PURPA QF ESA for non-seasonal hydro projects. A copy of the ESA is
APPLICATION - 3
attached to this Application as Attachment 1. Under the terms of this replacement ESA,
IDWR elected to contract with ldaho Power for a five-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 IDWR on March 18,2015. lt was subsequently executed by
ldaho Power on March 26,2015, 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 ESA dated February 18, 2005,
that expired on April 30,2015. IDWR proposes to continue to operate and maintain a
125 kilowatt ("kW") (Maximum Capacity Amount, paragraph B-5 of the ESA) non-
seasonal hydro energy facility that is located near Jerome, ldaho. This Facility is a QF
under the applicable provisions of PURPA.
8. The nameplate rating of Pristine Springs #1 is 125 kW (paragraph B-1 of
the ESA). As defined in paragraphs 1.21 and 4.1.4 of the ESA, IDWR will be required
to provide data on the Facility that ldaho Power will use to confirm that under norma!
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, Idaho 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. This Facility is already interconnected and selling energy to ldaho Power
under a previous agreement and IDWR has selected May 1, 2015, as the Scheduled
First Energy Date. The Scheduled Operation Date will occur immediately after the
APPLICATION - 4
expiration of the existing agreement on April 30,2015. As specified in Articles lV and V
of the ESA, the parties recognize that information provided under the previous
agreement may still be applicable to this 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 lnformation 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,
ldaho Power will monitor the ongoing requirements through the full term of this ESA.
10. This 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 IDWR.
11. This 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 case. 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, and IPC-E-14-12. Those changes included: 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 Environmental 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 maintenance will be scheduled at the same time each
year with one notification; and several other minor provisions.
APPLICATION - 5
12. At the time the 2005 ESA was executed, the interconnection requirements
and energy sales requirements were all contained within the same agreement.
However, numerous regulatory rulings have occuned since 2005 that require all
generation projects to have a specific Generation lnterconnection Agreement ("GIA')
and a separate independent ESA. Current regulations require this Facility execute 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 this 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 satisfies those requirements and enables this
project to maintain the DNR status that was established under the 2005 agreement. !f
for any reason there is not an executed ESA in place at the time the 2005 agreement
expires, potentially the DNR status established under the 2005 agreement would be lost
and the project would have to reapply for DNR status and be subject to the non-
discriminatory regulatory procedures Idaho Power is required to follow for all new
network transmission service requests.
14. Article XXI 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
APPLICATION - 6
all payments ldaho Power makes to IDWR for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
!V. 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. Because
the current ESA expires on April 30, 2015, ldaho Power respectfully requests a
procedural schedule to accept or reject the replacement ESA by Commission order prior
to April 30, 2015. Alternatively, Idaho Power requests that this replacement ESA
become effective, if approved, as of May 1,2015, so as to not have any lapse between
the existing and replacement ESAs.
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@ id ahopower. com
Randy C. Allphin
Energy Contract Administrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
ral [e-mail]
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
APPL]CATION - 7
or rejecting the ESA between ldaho Power and IDWR, without change or condition; and,
if accepted, (3) declaring that all payments for purchases of energy under the ESA
between ldaho Power and IDWR be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 31"t day of March 2015.
DONOVAN E- WALKER
Attorney for ldaho Power Company
APPLICATION - 8
GERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 31s day of March 2015 I served a true and
conect copy of the within and foregoing APPLICATION upon the following named
parties by the method indicated below, and addressed to the following:
Brian Patton
Bureau Chief, Planning
ldaho Department of Water Resources
322 East Front Street
Boise, ldaho 83720
Hand DeliveredX U.S. Mail
_Ovemight Mail
_FAXX Email [e-mail]
APPLICATION - 9
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-I5-07
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPA}TY
AND
IDAHO WATER RESOURCES BOARD
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 lnterconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnifi cation and lnsurance
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 - Non Seasonal Hydro Facility Energy Prices
AppendixE - InsuranceRequirements
ENERGY SALES AGREEMENT
(Non Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: PRISTINE SPRINGS #1
Project Number: 31 41 51 66
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on A* AV "t
2}1!between IDAHO DEPARTMENT OF WATER RESOURCES, an Agency for the
State of Idaho (Seller), and IDAHO POWER COMPAT{Y, an Idaho corporation (Idaho Power),
hereinafter sometimes referred to collectively as "Parties" or individually as ooParty."
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 Qualiffing Facility.
THEREFORE, ln consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agteement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Adjusted Estimated Net Enerey 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.
1.2 "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,
until such time as an authorized offrcer 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 "Designated Network Resource (DNR)" - A resource that is designated for Idaho 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.
l.l I "Desienated 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: (1) any
avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (COz), methane (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;' 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.
' Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
t.t4
1.15
"EegiliIy" - That electric generation facility described in Appendix B of this Agreement
"Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
"First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
"Forced Outase" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
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.
l.l8 "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.
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 ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 33084 and Order No. 32697 (page 21, full capacity payments for
replacement contracts).
1.24 "Light 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, lndependence Day,
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 " - 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 * ( I tflCE Mid-C Peak Avg* * HL hours for day) +x:l
(ICE Mid-C Off-Peak Arg* * LL hours for day)) I (n*24))
where n: number of days in the month
If the tCE Mid-C lndex 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
adjacant 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..
1.30 "Monthlv Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.31 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a
1.32
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-l 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 Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include lnadvertent Energy.
"ODeration 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.
1.33
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 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, efficiently and economically.
1.36 "Renewable Energy Certificate" or "REe" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.37 "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 101, ScheduleT2 or its successor schedules as
approved by the Commission.
I .39 "Season" - The three periods identif,red in paragraph 6.2. I 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 "Surplus Energy" - Is (1) Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds I l0% of the monthly 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 Idaho Power electrical
system during the month is less than90Yo 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
2.1
2.2
3.1
by the Seller's Facility and delivered by the Facility to the Idaho Power electrical system prior to
the Operation Date, or (a) a[ monthly Net Energy that exceeds the Monthly Nameplate Energy.
1.42 "Termination Damaqes" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDATIO POWER
Seller Independent Investieation - 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 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 ldaho
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.
Oualif.ving Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 CFR 2g2.2ll et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualifying Facility status during the term of this Agreement and
Seller's failure to maintain Qualifying Facility status will be a Material Breach of this Agreement.
Idaho Power reseryes the right to review the Facility's Qualifying Facility status and associated
support and compliance documents at anytime during the term of this Agreement.
3.2
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 qualifuing 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 qualifuing 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 February 18,2005 that expires on
April 30, 2015, 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
CFP.292.201 et seq. as a certified Qualiffing Facility.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho 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 Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the tnitial 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 10 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
ldaho Power that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed 10
MW, it will be deemed that the Seller has satisfied the lnitial Capacity
Determination for this Facility.
10
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds 10 MW, Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed l0 average monthly MW in any month.
4.t.5 Nameplate Capacity - Submit to tdaho 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.t.7
4.1.8
Insurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
lnterconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
Designated 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 Idaho 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 ldaho Power to
determine if network transmission capacity is available for this Facility's
4.t.9
ll
5.1
5.2
Maximum Capacity Amount and/or if ldaho 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 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 notifu ldaho 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. I .10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
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 five (5) 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 February 18, 2005
that expires on April 30, 2015, 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
5.3
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,T5o/o 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) Engineer's Certifications - Submit an executed Engineer's Certification of
Operations and Maintenance (O&M) Policy as described in Commission Order
No. 21690. 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 certi ficate.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to expiration of the Delay Cure
Period, such failure will be a Material Breach and Idaho Power may terminate this Agreement at
any time after Idaho Power has provided notice of this Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
5.4
5.5
13
5.6
5.7
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 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 ofthis Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Enerey Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to ldaho 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.I Estimated Net Energy Amounts provided as of the Effective Date of this Agreement:
6.1
6.2
Season I
Month
March
April
May
July
August
November
December
kwh
67,000
65,000
64,000
68,000
67,000
67,000
68,000
Season 2
t4
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 ldaho Power in accordance with paragraph 25.1.
6.2.3 Seller's Adjustment of Estimated Net Energ.v 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
65,000
67,000
66,000
69,000
63,000
Future monthly Estimated Net
Energy Amounts eligible to be
revised
June
September
October
January
February
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 orby electronic notice provided and verified via return electronic
verification of receipt to the electronic notices address specified in paragraph
25.1.
b.) Failure to provide timely written notice of 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.
l5
6.2.3.1 Idaho Power Adjustment of Estimated Net Energ.v 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
SGU
TGU
RSH
TH
Resulting formula being:
AdjustedEstimated NEA
Net Energy
Amount
This Adjusted Estimated Net Energy
calculations for only the specific month
Current Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1this value will be
equal to the percentage of curtailment as specified by ld"ho
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
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
/ SGU
(( rcu xNEA)
RSH \
*( * ) )
Amount will be used in applicable Surplus Energy
in which Idaho Power was excused from accepting the
t6
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 affect as of the Operation Date shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Enerev 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 Enerev 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 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 Energv -
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 anergy 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 no more than
10 average MW monthly and therefore does not intend to generate Inadvertent
17
7.5.2
7.6
7.7
7.5.3
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for lnadvertent Energy.
Delivering lnadvertent Energy to Idaho Power for 2 consecutive months and/or in any
3 months during a Contract Year will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement within sixty (60) days after the Material
Breach has occurred.
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.2d 427 (1984), ldaho Power Companv v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d l26l (1985), Afton Energy. Inc. v. Idaho Power Company, I I I Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRTBUTES
Pursuant to Commission Order 32697 and32802 the Environmental Attributes and Renewable
Energy Certificates as defined within this Agreement and directly associated with the production
of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller has designed, constructed, installed, owns, and will 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 lnadvertent Energy to the Idaho Power Point
8.1
9.1
t8
of Delivery for the full term of the Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUMCATIONS AND SCADA TELEMETRY
l0.l Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy 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 atdthe GIA.
10.2 Meterinq 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. If, for any reason, the communications equipment is unable
to transmit all of the data reliably and accurately as specified in paragraph 10.1, the Seller is
responsible for all initial and ongoing costs to repair or upgrade the communications. 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 Supervisorv Control and Data Acquisition (SCADA) Telemetrv - In addition to the requirements
of paragraph 10.1 and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
a form acceptable to ldaho Power. Seller shall grant Idaho Power sole control and use of this
19
1l.l
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 ?2 and the 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, lnadvertent Energy and maximum hourly generation (kW)
and be recorded in a forrn 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, lnadvertent Energy and maximum
generation (kW) records pertaining to the Seller's Facility.
tr.2
20
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 Energy -
12.2.1 Idaho Power shall be excused from accepting and paylng 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.)lf energy deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 CFR 5292304
lf temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
b.)
c.)
d.)
2t
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.
12.3 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 ldaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(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 tf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
22
12.4
will, within 24 hours after the telephone contact, provide ldaho Power a written notice in
accordance with Anicle 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 qualifuing 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.
Scheduled Maintenance - On or before January 31't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to ldaho Power planned
maintenance information that may impact the Facility.
23
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.
13.1
ARTICLE XIII: INDEMMFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifuing Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix E.
t4.t
ARTICLE XIV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
24
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:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before
such occurrence shall be excused as a result ofsuch occurence.
ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liabilitv. 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.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.l Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
(2)
(3)
25
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.
17.1
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
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XD(: DISPUTES AND DEFAULT
l9.l Disputes - All disputes related to or arising under this Agreement, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, 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
26
19.3
19.2.2
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.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
ldaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix E. If Seller fails
19.3.2
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
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.l.l .
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.
19.3.3
27
20.1
ARTICLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
2t.t
ARTICLE XXI: COMMISSION 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.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22J This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party 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.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
23.1
28
24.1,
25.1
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Brian Patton
Bureau Chiel Planning
Idaho Department of Water Resources
3228 Front St
Boise,Idaho 83720
208-287-4837
brian.patton@idwr. idaho. gov
Name:
Address:
Street Address
City,State,Zip
Telephone:
E-mail:
To Idaho Power:
Orieinal 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.
29
25.2 AuthorizedAgent(s)
Name Title
EngineerStuart VanGreuningen
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by ldaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 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 4l
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) lnitiated 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.
30
b) 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.
c) 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
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
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
Insurance Requirements
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
3l
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.t
ARTICLE XXD(: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties conceming the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have causedthis Agreement to be executed
in their respective names on the dates set forth below:
ldaho Power Company Idaho Department of Water Resources
Dated 3 7q ts Dated
*Idaho Power"
Sr. Vice President, Power Supply
32
APPENDX A
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the ldaho 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 otherrequired
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 AI\ID SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum Generation
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outout
Station
Usase
,*
I,
3
4
5
6
7
Breaker Onenins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
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: Stuart VanGreuningen
TelephoneNumber: 208-2874905
E-Mail:Stuart.vangreuningen@idwr. idaho. gov
24-Hour Project Operational Contact
Name:Scott Kaster
TelephoneNumber: 208-546-8931
Project On-site Contact information
Name: Scott Kaster
Telephone Number: 208-546-8931
208-73t-5499
[e-mail]
208-731-5499
[e-mail]
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
35
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Pristine Springs #1
Project Number: 31 41 51 66
B-1 DESCRIPTION OF FACILITY
A single synchronous generator with nameplate rating of 125 kW, 480 volt, three phase, 60 hertz
with a Pelton turbine.
Nameplate: 125 kW
Var Capability (Both leading and lagging) Leadingis .95 Lagging is .95
B-2 LOCATION OF FACILITY
Near: Jerome.Idaho
Actual or nearest physical street address: 201 Warm Creek Rd
GPS Coordinates: Latitude Decimal Degrees -114.487940
LongitudeDecimalDegrees 42.613806
State: Idaho County: Jerome
Description of Interconnection Location: The interconnection is on the side of the building where
the turbine is located.
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 April 30, 2015, 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 May 1,2015.
B-3
36
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 125 kW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (kW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the ldaho Power electrical system. The GLA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2o/o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides tdaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power or Seller determines
that the loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
B-5
B-6
37
B-7
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement that will
expire on April 30, 2015. If this Agreement is l) 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 GIA, 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 Idaho Power to submit a request for DNR status for
this Facility, the Seller shall have l) filed a Generation lnterconnection application, 2) submitted
all information required by ldaho Power to complete the application, and 3) either executed this
Agreement or, at a minimum, provided Idaho Power with confirmation of the Seller's intent to
complete this Agreement in a timely manner. Seller's failure to provide complete and
accurate information in a timely manner can significantly impact Idaho 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 , otr 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 ldaho.
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
and this Statement is identified as Idaho Power Company Facility
hereinafter referred to as the "Project."
is the subject of the Agreement
No. and is
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 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 ou@ut, efficiency and plant factor for the full 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
his/her knowledge and therefore sets hiVtrer 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
"Agreement," between ldaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.
referred to as the "Project".
and hereinafter
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-'BoiseMeridian,-County,Idaho'
5. That Engineer recognizes that the Agreement provides for the Project to fumish 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.
4t
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreernent.
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)
APPENDD( D
NON SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 125 kW of Capacity)
D-l 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:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh MillslkWh Mills/kWh
2015
20t6
20t7
20r 8
2019
2020
2021
46.32
46.07
48.49
5l .39
53.60
54.04
55.61
75.62
75.22
79.16
83.90
87.51
88.23
90.79
63.02
62.69
65.97
69.91
72.92
73.52
75.66
43
D-2 Base Enerey 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
33084 with full capacity payments per Commission Order 32697 and seasonalization factors
applied:
Season | - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh MillslkWh Mills/kWhYear
2015
2016
2017
201 8
20r9
2020
2021
40.97
40.72
43.t4
46.04
48.25
48.69
50.26
66.88
66.49
70.43
75.16
78.77
79.49
82.06
55.74
55.41
s8.69
62.63
65.64
66.24
68.38
44
D-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 33084 with fuIl capacity payments per Commission Order 32697 and seasonalization
factors applied:
Season | - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2015
2016
2017
2018
2019
2020
2021
43.94
43.69
46.t\
49.01
51.22
51.66
s3.23
7t.73
71.34
75.27
80.01
83.62
84.34
86.91
59.78
59.45
62.73
66.67
69.68
70.28
72.42
45
APPENDIX 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 notify 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 ldaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current lnsurance Industry Utility practices for similar
property.
2.
3.
4.
46