20150908Application.pdf

3tffi*.
An IDACORP Companv
September 8, 2015
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-15-24
North Gooding Main Hydrc LLC - 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
Gompany'sApplication in the above matter.
DONOVAN E. WALKER
Load.Counsel
DEW:csb
Enclosures
1221 W. ldaho St. (83702)
P.O. Box 70
Boise. lD 83707
?W
Donovan E. Walker
DONOVAN E. WALKER (lSB No. 5921) '
ldaho Power Company
1221 West ldaho Street (83702) 1 r rr: irr ': "- : I'i 1 ii: 1r 5
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
rN THE MATTER OF THE APPLICATION )
oF IDAHO POWER COMPANY FOR ) CASE NO. !PC-E-15-24
APPROVAL OR REJECTTON OF AN )
ENERGY SALES AGREEMENT WITH ) APPLICATION
NORTH GOODTNG MAIN HYDRO LLC )
FOR THE SALE AND PURCHASE OF )
ELECTRTC ENERGY FROM THE NORTH )
GOODTNG MAIN HYDRO PROJECT. )
Idaho Power Company ("ldaho Powe/'or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
('PURPA"), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA")
between ldaho Power and North Gooding Main Hydro LLC ("NGMH" or "Selle/') under
which NGMH would sell and ldaho Power would purchase electric energy generated by
the 1.3 megawatt ("MW") North Gooding Main Hydro Project ("Facility") located near
Gooding, ldaho.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The ESA submitted herewith is a new contract for a Qualifying Facility
("QF") for a term of 20 years. This ESA complies wlth the Commission's orderc from
Case No. GNR-E-11-03 and contains levelized published rates for a seasonal hydro
project that is 10 average megawatts ("aMW") or less.
2. The ESA, dated July 29, 2015, was signed by NGMH on July 23, 2015,
and signed by ldaho Power on July 29,2015. The ESA was executed in compliance
with the Commission's orders directing the implementation of PURPA for the state of
ldaho and contains the applicable avoided cost rates pursuant to the Commission's
Order No. 33305.
II. BACKGROUND
3. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ('FERC'), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally 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.
4. On December 18, 2012,lhe Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
APPLICATION - 2
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 conected 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.
5. On May 29, 2015, the Commission issued Order No. 33305, which
provided published avoided cost rates effective June 1, 2015, pursuant to the approved
process of the Commission providing annual updates to the published avoided cost
rates.
III. THE ENERGY SALES AGREEMENT
6. On July 29,2015, ldaho Power and NGMH entered into an ESA pursuant
to the terms and conditions of the various Commission orders applicable to this PURPA
agreement for a Seasonal Hydro project and containing the most recent levelized
published avoided costs. A copy of the ESA is attached to this Application as
Attachment 1. Under the terms of this ESA, NGMH elected to contract with ldaho
Power for a 2O-year term using the levelized published avoided cost rates as currently
established by Commission Order No. 33305 for energy deliveries less than 10 aMW.
7. NGMH proposes to operate and maintain a 1.3 MW (Maximum Capacity
Amount) Seasonal Hydro energy facility to be located near Gooding, ldaho. The Facility
wi!! be a QF under the applicable provisions of PURPA.
APPLICATION - 3
8. The nameplate rating of this Facility is 1.3 MW. As defined in paragraph
1.21 and paragraph 4.1.4 of the ESA, NGMH will be required to provide data on the
Facility that ldaho Power will use to confirm that under normal and/or average
conditions, the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the ESA, should the Facility exceed 10 aMW on a
monthly basis, ldaho Power wil! accept the energy (lnadvertent Energy) that does not
exceed the Maximum Capacity Amount, but will not purchase or pay for this lnadvertent
Energy.
9. NGMH has selected Apri! 1,2017, as the Scheduled Operation Date. See
Appendix B. Various requirements have been placed upon Seller in order for ldaho
Power to accept energy deliveries from this Facility. ldaho Power will continue to
monitor compliance with these requirements. ln addition, ldaho Power will monitor the
ongoing requirements through the full term of this ESA.
10. The ESA, as signed and submitted by the parties thereto, contains
levelized published avoided cost rates and various other additional requirements
associated with the Seller selection of Ievelized rates in conformity with applicable
Commission orders. Some of those additiona! requirements being Debt and
Maintenance reserve accounts, ongoing security requirements in the form of a lien
and/or liquid security, and increased minimum insurance requirements.
11. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller and,
prior to the Facility delivering any energy to Idaho Power, all requirements of the
Schedule 72 Generator lnterconnection Agreement (.GIA") must be complete and the
Facility must be designated as a network resource ('DNR') to serve Idaho Powe/s retail
APPLICATION - 4
load on its system. NGMH requested a GIA on May 27,2015. NGMH and Idaho Power
signed a Feasibility Study Agreement ('FSA') on June 23,2015. The FSA Report was
completed on August 5,2015. A GIA is expected to be signed by May 1,2016.
12. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
all payments ldaho Power makes to NGMH for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i.e., by written submissions rather than by hearing. RP 201
ef seg. If, however, the Commission determines that a technica! hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
14. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
ldaho Power Company
1221Wesl ldaho Street
P.O. Box 70
Boise, ldaho 83701
dwalker@idahopower. com
Regulatory Dockets
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dockets@ id ahooower. co m
Randy C. Allphin
Energy Contract Ad ministrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
APPLICATION - 5
VI. REQUEST FOR RELIEF
15. ldaho Power respectfully requests that the Gommission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
or rejecting the ESA between ldaho Power and NGMH, without change or condition;
and, if accepted, (3) declaring that all payments for purchases of energy under the ESA
between ldaho Power and NGMH be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submifted this 8s day of Septe
2t(u
DONOVAN E. WALKER
Attomey for ldaho Power Company
APPLICATION.6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 8h day of September 20'15 ! 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:
North Gooding Main Hydro LLC
Ted Sorenson, P.E.
North Gooding Main Hydro LLC
5203 South 1 th East
ldaho Falls, ldaho 83404
Hand DeliveredX U.S. Mail
_Ovemight Mail
_FAXX Emai! [e-mail]
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-15-24
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANIY
AND
NORTH GOODTNG MAIN HYDRO LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho 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
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 Siguatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Appendix H
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Forms of Liquid Security
Seasonal Hydro Facility Energy Prices
Non-Seasonal Hydro Facility Energy Prices
Accumulated Overpayment Amount
Insurance Requirements
ENERGY SALES AGREEMENT
(Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: North Gooding Main Hydro
Project Number: 201 50729
/c)'/ day ofTHIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this Z'
ZO$etween North Gooding Main Hydro LLC (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualifying 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 "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,
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
t.2
1.3
1.4
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energ.y" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.42.
"Commission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Delay Damases" - ((Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date 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 Appendix E of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.5
1.6
t.7
1.8
1.9 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by ldaho Power.
l.l0 "Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
LI I "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 (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the construction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
l.l2 "Estimated Net Energy Amount" - the monthly estimated Net Energy (kwh) information
provided by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph6.2.
I .1 3 "Facility" - That electric generation facility described in Appendix B of this Agreement.
' Auoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
I . I 4 "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.
l.l5 "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 p! 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.l6 "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.l7 "Generation Unit" - a complete hydro electrical generation system within the Facility that is able
to generate and deliver energy to the Point of Delivery independent of other Generation Units
within the same Facility.
I .18 "Heav_y 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.
1.19 "Inadvertent Energy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraphT.5 of this Agreement.
1.20 "lnterconnection Facilities" - All equipment specified in the GIA.
l.2l "lnitial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 33305.
1.22 "Lieht Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day,
Labor Day, Thanksgiving and Christmas.
1.23 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.24 "Market Enersy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.25 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.26 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
| .27 "Mid- Columbia Market Energy Cost" - 82.4oh 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. Each day's index prices will reflect the relative proportions of
peak hours and off-peak hours in the month as follows:
The actual Mid-Columbia Market Energy Cost calculation being:
n
.824 * (I {GCE 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 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. [f
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.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the ICE
Mid-C Index. The selected replacement index will be consistent with other
similar agreements and a commonly used index by the electrical industry.
1.28 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "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.
1.30 "Non-seasonal Hydro Facility" - in accordance with Commission Order 32802, a hydro
generating Facility that does not quali$ as a Seasonal Hydro Facility as defined in paragraph 1.39
of this Agreement.
1.31 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.32 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the ldaho Power electrical system.
1.33 "Prudent Electrical Practices" - Those practices, methods and equipment that EIre commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.34 "Renewable Energy Certificate" or'.REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.35 "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.
1.36 "Schedule 72" -Idaho Power's Tariff No 101, ScheduleT2 or its successor schedules as
approved by the Commission.
1.37 "Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
1 .3 8 "Season" - The three periods identified in paragraph 6.2. I of this Agreement.
1.39 "Seasonal Hydro Facility" - in accordance with Commission Order 32802, a hydro electric
generating Facility that delivers to Idaho Power total Net Energy of at least 55% of its calendar
year arurual Net Energy during the months June, July and August.
1.40 "Seasonal Hydro Facility Elieibility Test Periods" - Beginning with the first full calendar year
after the Operation Date, each five (5) calendar year consecutive period. If the term of this
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time from the end of the last fulI five (5) calendar year consecutive period and
the expiration date of this Agreement.
l.4l "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
| .42 "Surplus Enersy" - Is ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly 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 Estimated Net Energy Amount for the corresponding
month specified in paragraph 6.2,lhen all Net Energy delivered by the Facility to the Idaho
Power electrical system for that given month, or (3) all Net Energy produced by the Seller's
Facility and delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date.
1.43 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
1.44 "Total Cost of the Facility" - The total replacement cost of structures, equipment and
appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller lndependent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - A11 professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
2.1
2.2
3.2
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warrantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Ouali&ing Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 CFR 292.201 et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualiffing Facility status during the term of
this Agreement and Seller's failure to maintain Qualifying Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifuing
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
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 qualifying conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
Seasonal Hydro Facility Oualifications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph 1.39 of this Agreement. After initial qualification,
3.3
3.4
4.1
Seller will take such steps as may be required to maintain the Seasonal Hydro Facility status
during the full term of this Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
will result in this Facility being reclassified as a Non-seasonal Hydro Facility for the remaining
Term of this Agreement. Idaho Power reserves the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at anytime during the
term of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of ldaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 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 and evidence of compliance with
the eligibility to be classified as a Seasonal Hydro Facility as defined in paragraph 1.39 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 . I
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
r0
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 lnitial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the lnitial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.4.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed l0 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
actual individual Generation Units to be installed at this Facility. Upon
verification by ldaho Power that the data provided establishes the combined
Nameplate Capacity rating of the Generation Units to be installed at this Facility
does not exceed l0 MW, it will be deemed that the Seller has satisfied the tnitial
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 and also the total of these components to
determine the Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power
1l
4.1.6
shall review the provided data and determine if the Nameplate Capacity specified rs
reasonable based upon the manufacturer's specified generation ratings for the specific
Generation Units.
Completion certificate - Provide certification executed by an authorized agent of the
Seller attesting that all mechanical and electrical equipment of the designated Generation
Unit(s) of the Facility has been completed to enable the Generation Unit(s) to beginning
testing and delivery of Test Energy in a safe manner.
lnsurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
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.
Network Resource Designation - Confirm that the Seller's Facility has been designated
as an Idaho Power network resource capable of delivering energy up to 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 ldaho 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 ldaho Power Network Resource. 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
4.1.7
4.1.8
4.1.9
t2
specified in Appendix B of this Agreement and only after Idaho Power has
received confirmation that the GIA requirements have been completed. [f the
Seller estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notiff ldaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the project be able to
deliver any energy to ldaho Power until such time as Idaho Power has designated
this Facility as an ldaho Power Network Resource.
4.1.10 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a fund
holder which complies with paragraph 19.3.2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to Idaho Power. If the Facility has established a
maintenance reserve account in a form and amount that meets or exceeds the
maintenance reserve requirements as defined below for compliance with other parties
having a financial interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's acceptance that the
financial maintenance reserve requirements meet or exceed the requirements within this
Agreement, Idaho Power will accept this financial maintenance reserye account as
meeting these requirements. If ldaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of the end of each Contract Year the Seller
provide Idaho Power documentation of the balance within the financial maintenance
reserve account and the previous year's activity within the account. Idaho Power
reserves the right to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if Idaho Power determines
that the Seller's financial maintenance reserve account no longer meets or exceeds these
requirements. Maintenance reserve account shall be structured and funded as follows:
l3
4.1.10.1 All funds will be prudently invested, in a guaranteed, insured account and all
cost of implementing and operating the maintenance reserve account shall be
paid by the Seller. All interest earned on the funds on deposit will be retained
in the maintenance reserve account. At the end of the term of this Agreement,
any balance remaining in the maintenance reserve account shall be the property
of the Seller.
4.1.10.2 Within 60 days after the completion of each Contract Year, the Seller will
deposit cash in the maintenance reserve account in an amount equal to, or
exceeding 5% of the Facility's estimated gross income for the ensuing Contract
Year, less an amount equal to the Facility's actual maintenance, repair and
replacement expenses (maintenance expenses) incurred during the prior
Contract Year. At Seller's option, the cash required hereunder to be
maintained in such reserye may be replaced by an irrevocable standby letter of
credit in the same amount.
4.1.10.3 The maximum amount of required deposit retained in the maintenance reserve
account shall be $500,000. This maximum amount will be adjusted either
upward or downward to reflect current replacement cost of a complete
turbine/generator. This adjustment will be made at the beginning of each 3d
contract year and the replacement value determined by the replacement cost
valuation methods as described within Appendix H, item 4. [n the event this
adjustment results in a balance in this account exceeding l0% of the actual
replacement cost of a complete turbine/generator then the Seller may request a
disbursement of funds as specified in paragraph 4.1.10.6.
4.1.10.4 At the time Seller makes the deposit described in paragraph 4.1.10.2, Seller
will provide Idaho Power with an accurate, verifiable report showing the prior
Contract Year's actual maintenance expenses, identified by appropriate FERC
maintenance account number, and the estimate of the Facility's gross income
t4
for the ensuing Contract Year used to compute the deposit amount, together
with documentation supporting the estimate of gross income.
4.1.10.5 If at any time it appears that the maintenance expense for that Contract Year
will exceed 5% of the Facility's estimated gross income for that Contract Year,
the Seller may request that Idaho Power consent to the release of funds from
the maintenance reserve account in an amount sufficient to pay the anticipated
additional maintenance expenses. The request must include documentation
supporting the Seller's projection of excess maintenance expense, identified by
appropriate FERC maintenance account number, and such documentation shall
be submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.I .10.6.
4.1.10.6 Control of the maintenance reserve account will be maintained by Idaho Power
through the requirement of dual signatures on the account. The only authorized
signers will be the Chief Operating Officer and the Chief Financial Officer of
Idaho Power (or their respective designees) and the Treasurer of Seller (or
his/her respective designee). Accordingly, funds will only be released from the
maintenance reserve account upon the signatures of both Idaho Power
authorized signers or one Idaho Power authorized signer and Seller's
authorized signer.
4.1.10.1 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account requirements set
out in this Agreement. This evidence of compliance will be provided in a
manner and form acceptable to ldaho Power. The maintenance reserve fund
will be subject to the lien rights described in paragraph 4.l.ll below.
4.1.11 Security lnterests - Provide Idaho Power with acceptable security against Seller's default
under this Agreement. Acceptable security will conform to Commission Order
No. 21690 and No. 21800 and may include, but will not be limited to (1) title insurance,
l5
security interests in the real property associated with the Facility, equipment, f,rxtures,
contracts, permits, easements, rights-of-way, land use agreements, funds held in escrow
in which Seller has an interest and that relate to the operation of the Facility, and other
reasonable security arrangements consistent with the Facility's financing and ownership
arrangements; or (2) the seller may post liquid security in an amount equal to at least
thirty five percent (35%) of the Accumulated Overpayment Amount specified for that
year in Appendix G and in a form as specified in Appendix D.
4.1.11.1 Idaho Power's security interests will be superior and senior to all liens other
than the first mortgage lien and other security interests permitted in accordance
with paragraphs 4.1.11.2. The Seller shall be responsible for all costs
reasonably incurred by Idaho Power to review and perfect this security interest
not to exceed $15,000.
4.l.ll .2 If Seller desires to incur a first mortgage lien or other security interests that will
be superior to Idaho Power's security interests in the Facility, at least twenty-
one (21) days prior to their execution, Seller shall provide Idaho Power with
draft copies of the deeds of trust, mortgages and other security agreements that
will be used to secure such first lien. Upon their execution Seller shall provide
Idaho Power with copies of the executed first lien documents. The executed
first lien documents shall not be assigned, amended, modified, or extended, and
no replacement or refinancing of any nature shall be undertaken, without Idaho
Power's prior written consent which consent shall not be unreasonably
withheld. [n no event will the amount of any first mortgage lien exceed 90%o of
the total replacement cost of this Facility. The total amount of all refinanced or
replaced first liens shall not exceed the unpaid principal balance of the first
mortgage liens they replace.
4.1.11.3 Other than the first mortgage liens permitted herein, or temporary mechanic's,
statutory or similar liens incurred in the ordinary course of business in an
l
l6
amount not to exceed in aggregate $50,000, Seller will not permit any liens or
encumbrances of any nature whatsoever to be placed on the Facility without
Idaho Power's prior written consent, which consent will not be unreasonably
withheld. If any unpermitted lien or encumbrance is placed on the Facility,
Seller will provide Idaho Power with a bond, insurance or other security
acceptable to Idaho Power in an amount sufficient to secure the full discharge
of such unpermitted lien or encumbrance.
4.1.11.4 During the remaining term of this Agreement, Seller shall maintain compliance
with all requirements of ldaho Power's security interests described above in
paragraph 4.l.ll of this Agreement and Commission Order No. 21690.
Seller's failure to comply with those requirements, will be an event of default
and in addition to any other remedies available under this Agreement,
Commission Order No. 21690, and the security interests, Seller will be
required by Idaho Power to post liquid security ("Performance Security") in a
form as specified in Appendix D in an amount equal to at least thirty five
percent (35%) of the Accumulated Overpayment Amount specified for that
year in Appendix G. Failure to maintain and provide the liquid security
required by this Agreement and Commission Order No. 21690 and No. 21800
shall be an event ofdefault.
4.1.12 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.
t7
5.1
5.2
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the Effective Date and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date at this Facility.
b) Seller has demonstrated to ldaho Power's satisfaction that mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in
a consistent, reliable and safe manner.
c) Enqineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and
Maintenance (O&M) Policy as described in Commission Order No.21690. These
certificates will be in the form specified in Appendix C but may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates.
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 ldaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date
5.3
5.4
l8
5.5
5.6
5.7
5.8
or within the Delay Cure Period, such failure will be a Material Breach and Idaho Power may
terminate this Agreement at any time until the Seller cures the Material Breach.
Delay Damages billins and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damaees billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages
within 7 days from when Idaho Power presents these billings to the Seller. Seller's failure to pay
these damages within the specified time will be a Material Breach of this Agreement and Idaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to
the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission
Order approving this Agreement as specified in Article XX[, the Seller shall post and maintain
liquid security in a form as described in Appendix D equal to or exceeding the amount specified
within this Agreement as the Security Deposit until such time as the Security Deposit is released
by Idaho Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time
specified above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
t9
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All tnadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery.
Estimated Net Energv Amounts - Neither the initial year's monthly estimated Net Energy
amounts nor any adjusted monthly estimated Net Energy amounts provided during the term of
this Agreement shall exceed l0 average monthly MW nor be greater than the Maximum Capacity
(measured in kW) multiplied by the hours in the applicable month.
6.2.1 Initial Year Monthly Estimated Net Enerey Amounts - Seller intends to produce and
deliver Net Energy in the following monthly amounts:
6.2
Season I
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
0
260,000
772,000
901,000
857,000
0
0
832,000
655,000
127,000
0
0
Season 3
6.2.2 Seller's Adjustment of lnitial Year Monthly Estimated Net Enerey Amounts - Prior to the
Operation Date, the Seller may revise all of the previous initial year monthly Estimated
Net Energy Amounts by providing written notice to Idaho Power in accordance with
paragraph25.l.
6.2.3 Seller's Adjustment of Monthly Estimated Net Energy Amounts After the Operation Date
- After the Operation Date, the Seller may revise any future monthly Estimated Net
20
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 Estimated Net
Energy Amounts eligible to be
revised
November
December
January
February
March
April
May
June
July
August
September
October
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
December and any future months
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
25.1.
Failure to provide timely written notice of changed Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided Estimated Net Energy Amounts.
6.2.4 ldaho Power Adjustment of Estimated Net Energy Amount - If ldaho 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:
a.)
b.)
21
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 ofcurtaiknent 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.
pqrr Actual hours the Facility's Net Energy deliveries were eithert\urr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH : Actual total hours in the current month
Resulting formula being:
Adiusted
Est"imated : NEA
Net Energy
Amount
x NEA ) x(TH ))( r '*,.,
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy.
22
6.3 Failure to Deliver Minimum Estimated Net Enerey Amounts - Unless excused by an event of
Force Majeure, Seller's failure to deliver Net Energy in any Contract Year in an amount equal to
at least ten percent (10%) of the sum of the Initial Year Estimated Net Energy Amounts as
specified in paragraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly levelized Base Energy Heavy Load Purchase Price as
specified in the applicable Appendix E or Appendix F.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the levelized Base Energy Light Load Energy Price as specified in the
applicable Appendix E or Appendix F.
All Hours Energv Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized All Hours Energy Price as specified in the applicable
Appendix E or Appendix F.
Surplus Energv 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 specified in
paragraph 7.3, whichever is lower.
Lradvertent Energy -
7.5.1 lnadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours times 10,000 kW : 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be lnadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
l0 average MW monthly and therefore does not intend to generate Inadvertent
7.2
7.3
7.4
7.5
23
7.6
7.5.3
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for Inadvertent 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.
Seasonal Hydro Facility eligibility - If the Facility fails to satisfy the Seasonal Hydro Facility
Qualifications specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.6.1 Annual elieibility audits - On or before February l5th of the year following the first full
calendar year after the Operations Date and for every calendar year thereafter, Idaho
Power will divide the total Net Energy received from the Facility for the months of June,
July, and August by the total Net Energy received for the previous calendar year to
establish a percentage of energy deliveries for the months of June, July and August. Any
reduction in energy deliveries due to Forced Outages, planned or unplanned maintenance,
Force majeure or any other reduction in energy deliveries will result in reduction of both
the numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.6.1.1 If this percentage is greater than or equal to 55yo it will be deemed that the
Facility has met the requirements to be classified as a Seasonal Hydro Facility for
that previous calendar year.
7.6.1.2 If this percentage is less than 55o/o,Idaho Power will provide notification to the
project of the Facility's failure to meet the Seasonal Hydro Facility requirements
for the previous calendar year and the monthly energy payments for that previous
calendar year will be recalculated to reflect the Non-Seasonal Hydro Facility
energy prices as contained within Appendix F of this Agreement. Any
24
7_7
7.8
overpayments will be collected from the Facility in equal monthly payments over
the remaining months of the current calendar year. If the Facility fails to meet the
Seasonal Hydro Facility requirements for the second to last calendar year of the
Contract Term, then the monthly energy payments for the remaining term of the
contract will be priced according to the Non-Seasonal Hydro Facility Energy
Prices specified in Appendix F.
7.6.1.3 If the Facility fails to achieve this percentage of 55%o for at least three (3)
calendar years during any Seasonal Hydro Facility Eligibility Test Period the
Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Energy Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Payment Due Date - Undisputed Base Energy and Surplus Energy payments, less any payments
due to ldaho 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 ldaho
781, 693 P.zd 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1 122,695 P.2d I 261 (1985), Afton Energy. lnc. v. Idaho Power Company, I l1 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8
cFR $292.303-308
25
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 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
9.1 Desisn of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and lnadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUMCATIONS AND SCADA TELEMETRY
10.1 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 and the GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications'equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
26
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 - In addition to the requirements
of paragraph 10.1 and 10.2, [daho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and lnadvertent Energy production in
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GLA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
ll.1 MaintenanceofRecords - 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 in
(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.
tt.2 lnspection - 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 hourly
generation in kW.
27
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 paying for Net Energy or accepting
by the Facility andInadvertent Energy which would have otherwise been produced
delivered by the Seller to the Point of Delivery:
a.) If energy deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 CFR 5292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
within the GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
2g
b.)
c.)
d.)
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 E or Appendix F. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the
Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in
paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho
Power from the Facility to not exceed the reduced energy deliveries (kW) stated by the
Seller in the initial declaration for a period of not less than 48 hours. ("Declared
Suspension of Energy Deliveries"). The Seller's Declared Suspension of Energy
Deliveries will begin at the start of the next full hour following the Seller's telephone
notification as specified in paragraph 12.3.2 and will continue for the time as specified
(not less than 48 hours) in the written notification provided by the Seller. ln 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 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
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
29
accordance with Article XXV that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries, a description of the conditions that caused the
Seller to initiate a Declared Suspension of Energy Deliveries, and the reduced level (kW)
of energy deliveries the Facility is requesting that will be set as the maximum energy
deliveries to Idaho Power for the duration of the Declared Suspension of Energy Delivery
event (not less than 48 hours). Idaho Power will review the documentation provided by
the Seller to determine Idaho Power's acceptance of the described Forced Outage as
qualifying for a Declared Suspension of Energy Deliveries as specified in paragraph
12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acceptable Forced
Outage will be based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 31" 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, ldaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
30
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
l3.l
ARTICLE XIIL INDEMNIFICATION AND TNSURANCE
lndemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's, (a) construction, ownership, operation or
maintenance oi 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 indemnifying Party
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity.
The indemniffing Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix H.
t4.l
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 ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
31
Fluctuations and/or changes of the motive force and./or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurTence.
15.1
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
l6.l
32
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WATVER
17.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: 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, speciffing 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
JJ
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
Idaho Power with the following:
19.3.1 lnsurance - Evidence of compliance with the provisions of Appendix H. If Seller fails
t9.3.2
to comply, such failure will be a Material Breach and may only be cured by Seller
supplying evidence that that required insurance coverage has been replaced or
reinstated.
Debt Service Reserve Account - The Seller will establish a debt service reserve
account. If the Facility has established a debt service reserye account in a form and
amount that meets or exceeds the Debt Service Reserve Account requirements as
defined below for compliance with other parties having a financial interest in this
Facility, the Seller shall provide Idaho Power with documentation of those
requirements and upon Idaho Power's acceptance that the financial debt service
reserve requirements meet or exceed the requirements within this Agreement, Idaho
Power will accept this financial debt service reserve account as meeting these
requirements. If Idaho Power accepts this financial debt service reserye account it will
be required that within 60 days of the end of each Contract Year the Seller provide
Idaho Power documentation of the balance within the financial debt service reserve
account and the previous year's activity within the account. Idaho Power reserves the
right to require the Seller to provide a Debt Service Reserve Account as specified
below at any time during the term of this Agreement if Idaho Power determines that
34
the Seller's financial debt reserve account no longer meets or exceeds these
requirements. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
19.3.2.1 All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
19.3.2.2 Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
19.3.2.3 During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security interest in the
Facility as described in paragraph 4.1.11, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to twenty percent (20 %) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000. The estimated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts specified in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph7.3.
19.3.2.4 During the period when the Facility is security for a first mortgage lien that
35
is senior to Idaho Power's lien, funds from the debt service reserye account
will only be released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make full debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5%) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter ofcredit in
an amount equal to five percent (5%) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.1 For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes,
insurance expenses, lease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
investment.
19.3.2.8 After any release of funds from the debt service reserye account, Seller shall
be obligated to restore the debt service reserye account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
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prior to Seller disbursing funds which would constitute a profit or return on
investment. Until the debt service reserye account is fully restored, Seller
will, within sixty (60) days of the completion of each Contract Year,
provide Idaho Power with a report prepared by Seller's outside accountants
showing Seller has not breached its obligations under this paragraph 19.3.2.
19.3.2.9 Any breach of paragraph 19.3.2 by Seller will constitute a Material Breach
of this Agreement.
19.3.3 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of 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
19.3.4 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. [n addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every
fifth Contract Year, Seller will update the documentation described in Paragraph 4.1.1.
If at any time Seller fails to maintain compliance with the permits, licenses and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
37
2t.t
ARTICLE XXI: COMMISSION ORDER
This Agreement shall only become finally effective upon the Commission's approval of all terms
and provisions hereof without change or condition and declaration that all payments to be made
to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing, any party which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer
substantially all of its electric utility assets, shall automatically, without further act, and without
need ofconsent or approval by the Seller, succeed to all ofldaho Power's rights, obligations and
interests under this Agreement. A transfer or change in the person or entities who control ten
percent or more of the equity securities or voting interests of Seller (whether in a single or
multiple separate transactions resulting in such a change in control of equity interests or voting
securities) shall be deemed an assignment of this Agreement requiring prior written consent of
Idaho Power for purposes of the foregoing. Any purported assignment in derogation of the
foregoing shall be void. This article shall not prevent a financing entity with recorded or secured
rights from exercising all rights and remedies available to it under law or contract. Idaho Power
shall have the right to be notified by the financing entity that it is exercising such rights or
remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
23.r
38
24.1
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental 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:
Ted Sorenson, P.E.
North Gooding Main Hydro LLC
5203 South 1 lft East
Idaho Falls, Idaho 83404
208-589-6908
208-589-6908
[e-mail]
Orieinal document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email : [e-mail]
Copv 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.
25.1
Name:
Address:
Telephone:
Cell:
E-mail:
To Idaho Power:
25.2 AuthorizedAeent(s)
Name Title
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 . $ 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.
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
40
Idaho 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.
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 33305 provides the current published avoided costs
for Non-Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Appendix H
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Fonns of Liquid Security
Seasonal Hydro Facility Energy Prices
Non-Seasonal Hydro Facility Energy Prices
Accumulated Overpayment Amount
Insurance Requirements
27.1
ARTICLE XXVIL SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
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.
28.1
41
29.1
ARTICLE XXD(: 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.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company North Gooding Main Hydro LLC
Ted S. Sorenson, P.E.
1zqt5
"Idaho Power"
Dated
Sr. Vice President, Power Supply
42
APPENDD( A
A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any 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:
43
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
Output
Station
Usage
*
I
",
3
4
5
6
7
Breaker Ooening 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
44
Date
A-2 AI.TTOMATED 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 inforrration 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
Proiect Manasement
Name: Ted S Sorenson P E
Telephone Number: 208-589-6908
24-Hour Project Ooerational Contact
Name: Ted S SorensonP E
Telephone Number: 208-589-6908
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
Cell Phone:
E-Mail:
208-589-6908
[e-mail]
208-589-6908
[e-mail]
208-s89{908
[e-mail]
Project On-site Contact inforrration
Name: Mike Jardine P E
TelephoneNumber: 208-589-6908
45
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: North Gooding Main Hydro
Project Number: 201 507 29
B-I DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
1 . 3 MW, 0. 9 P F, 3 Phas e, 60 hertz,Sync hronous
Nameplate: 1.3 MW
Var Capability (Both leading and lagging) Leading is l.l Lagging is 0.9
8.2 LOCATION OF FACILITY
Near: Gooding.Idaho
Actual or nearest physical street address: North of intersection at 750 Road and W 720 N Road.
GPS Coordinates: Latitude Decimal Degrees 43.0451 N
Longitude Decimal Degrees I14.5588 W
State: Idaho County: Gooding
Description of lnterconnection Location: intersection of 620 Road and 750 Road. N 43 .0254 W
t14.5549
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected April l, 2017 as the Scheduled First Energy Date.
Seller has selected April 1, 2017 as the Scheduled Operation Date.
ln making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
46
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 1.3 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GlA. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in
time.
POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the 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 Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2o/o of the
kWh energy production recorded on the Facility generation metering equipment. At such time as
Seller provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrical equipment between the Facility and the
ldaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the term of this Agreement, Idaho Power or Seller determines
that the loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
B-5
B-6
47
B-7 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, [daho Power's
ability to file the DNR application in a timely manner is contingent upon timely receipt of the
required information from the Seller. Prior to Idaho Power beginning the process to enable Idaho
Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a
Generation Interconnection application, 2) submitted all information required by Idaho Power to
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 Facitity and the Seller shall bear the costs of any of these delays that are a result
of any action or inaction by the Seller.
48
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which
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
5.
to
6.
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian,County,Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
ldaho Power for a year period.
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 profossional 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
49
producing at or near the design electrical output, 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 his/her hand and seal below.
By
(P.E. Stamp)
Date
50
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 Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as Idaho Power Company Facility No.and hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power 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.
5l
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
hiVher knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
52
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTTON ADEQUACY
The undersigned
hereinafter collectively referred
certifies to Idaho Power as follows:
l.
2.
That Engineer is a Licensed Professional
That Engineer has reviewed the Energy
3.
4.
Section
5.
on behalf of himself/herself
to as "Engineer", hereby states
and
and
"Agreement", between Idaho Power as Buyer, and as Seller, dated
That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as
and is hereinafter referred to as the "Project".
Idaho Power Company Facility No
That the Project, which is commonly known as the
Township Range _, Boise Meridian,
That Engineer recognizes that the Agreement provides
Engineer in good standing in the State of ldaho.
Sales Agreement, hereinafter referred to as the
Project, is located in
County,Idaho.
for the Project to furnish electrical
energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
53
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
termsoftheAgreementandwithPrudentElectricalPracticesfora-yearperiod'
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his/trer knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
APPENDIX D
FORMS OF LIQUID SECURITY
By
54
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfy the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, lnc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a pmty that satisfies the Credit Requirements, in a
55
form acceptable to Idaho Power at its discretion, or O) an irrevocable Irtter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisff each security requirement within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Lette(s) of Credit.
56
E-1
APPENDX E
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.3 MW of Capacity)
Base Energy Heary Load Purchase Price - For all Base Energy received during Heavy Load Hours, Idaho
Power will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2017 , for a Contract Term of twenty (20) years in accordance with Commission Order 33305, adjusted in
accordance with Commission Order 30415 for Heavy Load Hour Energy deliveries, and with
seasonalization factors as specified below:
Season I - (73.50 %) Season 2 - (120.00 %)
E-2 Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours, Idaho
Power will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2017, for a Contract Term of twenty (20) years in accordance with Commission Order 33305, adjusted in
accordance with Commission Order 30415 for Heavy Load Hour Energy deliveries, and with
seasonalization factors as specified below:
Season 1 - (73.50 %) Season 2 - (120.00 %)
Mills/kWh
65.25
Mills/kWh
59.90
MillsikWh
62.87
Mills/kWh
t06.54
Mills/kWh
97.80
Mills/kWh
102.65
57
Season3-(100.00%)
Mills/kWh
88.78
Season3-(100.00%)
Mills/kWh
81.50
Season3-(100.00%)
Mills/kWh
85.54
E-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 levelized energy price for a Facility scheduled to come on-line during calendar
year 2017, for a Contract Term of twenty (20) years in accordance with Commission Order 33305 and
with seasonalization factors as specified below:
Season | - (73.50 %) Season 2 - (120.00 %)
ftf,//r4-e *rnf Pa7-*-
APPENDX E
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.3 MW of Capacity)
E-1 Base Enersv Heavy Load Purchase Price - For all Base Energy receiugd, during Heavy Load
Hours, Idaho Power will pay the levelized energy price for aFaclliff scheduled to come on-line
during calendar year 2017, for a Contract Term of twentd(20) years in accordance with
Commission Order 33305, adjusted in accordance with Co./mission Order 30415 for Heavy Load
Hour Energy deliveries, and with seasonalization as specified below:
Season I -(73.50%) Season2 -(l
Mills/kWh
65.25
Millslk
E-2 - For all Base Energy received during Light Load Hours,
Idaho Power will pay the levelrted energy price for a Facility scheduled to come on-line during
calendar year 2017, for a Bonlract Term of twenty (20) years in accordance with Commission
Order 33305, adj in accordance with Commission Order 30415 for Heavy Load Hour
Energy deliveries,/nd with seasonalization factors as specified below:
| - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
%) Season 3 - (100.00 %)
Mills/kWh
88.78
Mills/kWh
81.50
Mills/kWh
85.54
E-3 - The price to be used in the calculation of the Surplus Energy Price and
Damage Price shall be the levelized energy price for a Facility scheduled to come on-line
during calendar year 2017, for a Contract Term of twenty (20) years in accordance with
Commission Order 33305 and with seasonalization factors as specified below:
Season | - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
ills/kWh
59.90
Mills/kWh
62.87
I
Mills/kWh
97.80
Mills/kWh
106.54
57
F-1
APPENDIX F
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on 1.3 MW of Capacity)
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load
Hours, Idaho Power will pay the levelized energy price for a Facility scheduled to come on-line
during calendar year 2017, for a Contract Term of twenty (20) years in accordance with
Commission Order 33305, adjusted in accordance with Commission Order 30415 for Heavy Load
Hour Energy deliveries, and with seasonalization factors as specified below:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
F-2 Base Energv Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the levelized energy price for a Facility scheduled to come on-line during
calendar year 2017, for a Contract Term of twenty (20) years in accordance with Commission
Order 33305, adjusted in accordance with Commission Order 30415 for Heavy Load Hour
Energy deliveries, and with seasonalization factors as specified below:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh
54.73
MillslkWh
49.38
Mills/kWh
52.35
Mills/kWh
89.36
MillslkWh
80.62
Mills/kWh
85.47
58
MillslkWh
74.46
Mills/kWh
67.18
Mills/kWh
71.22
F-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 levelized energy price for a Facility scheduled to come on-line
during calendar year 2017, for a Contract Term of twenty (20) years in accordance with
Commission Order 33305 and with seasonalization factors as specified below:
Season I - (73.50 %) Season 2 - (120.00 o/o) Season 3 - (100.00 %)
APPENDD( G
ACCUMULATED OVERPAYMENT AMOUNT
PROJECTNUMBER: 20150729
The accumulated total of,
The monthly lnitial Year Monthly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the All
Hours Energy Price (MilVkWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Energy Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in accordance with IPUC order No. 33305 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpayment Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 7.86 %.
This Accumulated Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculated annually at the end of each Contract Year.
59
APPENDX H
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.
lf the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff 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 lnsurance 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 lnsurance shall evidence the
appropriate insurance coverage as required below:
a. Comprehensive General Liability lnsurance for both bodily injury and property
damage with limits equal to $1,000,000, each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current lnsurance lndustry
Utility practices for similar property.
b. All Risk Property Insurance with minimum limits not less than eighty percent (80%)
60
2.
3.
of the Total Cost of the Facility. The Property lnsurance coverage must be written on
a replacement cost basis and will include:
i. Standard fire policy
ii. Extended coverage endorsement; and
iii. Vandalism and malicious mischief endorsement.
iv. The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
Boiler and Machinery insurance with minimum limits not less than eighty percent
(80%) of the total replacement cost of the equipment covered in (a) below:
i. All boiler and machinery coverage must be written on a "comprehensive
form" basis to provide coverage against the sudden and accidental
breakdown of all boilers, machinery and electrical equipment, turbines,
generators, and switchgear.
Coverage under this insurance must be written on a replacement cost basis;
and
The deductible for such insurance shall be consistent with current lnsurance
lndustry Utility practices for similar property.
Earthquake & Flood (catastrophic perils) lnsurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance
shall be consistent with current Insurance Industry Utility practices for similar
property.
Business Intemrption (Loss of Income) lnsurance with minimum daily limits not less
than twenty percent (20%) of the Facility's estimated annual income;
i. Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril. Coverage
ll.
ul.
d.
6l
lv.
may be written on an actual loss sustained basrs.
This insurance coverage must be endorsed to both the All Risk Property
lnsurance Policy and the Boiler and Machinery lnsurance Policy;
The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
The estimated annual income shall be computed on the basis of the Net
Energy Amounts contained in paragraph 6.2.
In the case of the insurance coverages described above items 3b, 3c, and 3d above, the Total
Cost of the Facility will include any Seller-furnished Disconnection Equipment and/or
lnterconnection Facilities. The Total Cost of the Facility and total replacement cost of
equipment will be adjusted either upward or downward to reflect the current replacement cost
of the Facility or equipment. This adjustment will be based on either (l) an appraisal made
by, or for, the Seller's insurance company, or (2) use of an approved "industrial cost trend
index" published by a national insurer (i.e., Factory Mutual Engineering and Research
Building Cost Index; Kemper Replacement Value Cost Trends - Industrial Machinery &
Equipment; lndustrial Risk Insurers, U.S. Replacement Cost Factors) (3) any other mutually
agreed upon methodology of establishing the total replacement cost. Such adjustment shall
be made, at a minimum, every fifth Contract Year during the term of this Agreement. A copy
of these computations and/or appraisals will be submitted to Idaho Power for Idaho Power's
review and approval.
lnsurance Alternatives - Comprehensive General Liability lnsurance as defined above in item
3a, will be required at all times throughout the term of this agreement. Alternative
arrangements creating equivalent protection for Idaho Power in lieu of the insurance
requirements specified above in items 3b, 3c, 3d, and 3e may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these alternate arrangements
may the Seller be allowed to forgo the insurance requirements as specified in items
62
u.
l1l.
4.
5.
3b, 3c, 3d, and 3e. Any and all acceptable alternative arrangements must place Idaho Power
in an equal or better position in the event of the occrurence of an insurable event.