20160106Application.pdf

DONOVAN E. WALKER
Lead Counsel
dwal [e-mail]
January 6, 2016
3Iffi*.
An IDACORP Company
ldaho Public Utilities Commission
Office of the SecretarvRECEIVED
JAN 0 6 20t6VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. !PC-E-16-01
Boise,ldatro
J.R. Simplot Company - Pocatello Project - ldaho Power Company's
Application Regarding Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of ldaho Power
Company's Application in the above matter.
DEW:csb
Enclosures
1221 W. ldaho 5t. (83702)
PO. Box 70
Boise. lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702\
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ idahopower. com
Attorney for ldaho Power Company
IN THE MA]TER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH J.R.
SIMPLOT COMPANY FOR THE SALE AND
PURCHASE OF ELECTRIC ENERGY
FROM THE SIMPLOT-POCATELLO
PROJECT.
ldaho Public Utilities Commission
Office of the SecretarvRECEIVED
JAN 0 6 20t6
Boise,ldaho
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-16-01
APPLICATION
ldaho Power Company ("ldaho Powe/'or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
("PURPA'), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ('ESA"
or "Agreement") between ldaho Power and J.R. Simplot Company ("Simplot" or "Selle/')
under which Simplot would sell and ldaho Power would purchase electric energy
generated by the Simplot-Pocatello cogeneration project ("Facility") located near
Pocatello, Idaho. This request is for a replacement ESA applicable to an existing
project.
APPLICATION - 1
In support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. Simplot currently has a PURPA ESA with ldaho Power for this Facility that
was executed on January 30, 2015, and was approved by Commission Order No.
33240 on March 4,2015. The expiration date of the 2015 ESA is March 1,2016.
2. The ESA submitted herewith is a replacement contract for the same
Qualifying Facility ("QF") contracting with the same utility for a new term and with a new
agreement and updated pricing. This ESA complies with the Commission's Order Nos.
32697, 32737, and 32802 from Case No. GNR-E-11-03. The ESA contains published
rates for projects of 10 average megawatts ("aMW') or less pursuant to Commission
Order No. 33305 from Case No. IPC-E-15-16. Because the Facility is an existing QF
whose previous agreement with ldaho Power is expiring, the ESA (replacement
contract) contains capacity payments for the entire term of the Agreement, with no
sufficiency period. Pursuant to the Commission's direction in its Reconsideration Order
No. 32737, the rates were calculated by Commission Staff for a QF in the "other"
category pursuant to the Surrogate Avoided Resource ("SAR") avoided cost
methodology.
3. The ESA, dated January 4,2016, was signed by Simplot on December 30,
2015, and was signed by ldaho Power on January 4,2016. The ESA was executed in
compliance with the Commission's orders directing the implementation of PURPA for
the state of ldaho, and contains avoided cost rates pursuant to the Commission's Order
No. 33305.
APPLICATION - 2
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or smal! power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally referred to as the
"avoided cost" rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations
for the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations.
The Commission further established and defined numerous contract terms and
conditions for standard power purchase agreements entered into between regulated
utilities and QFs. On January 2, 2013, the Commission issued Errata to Order No.
32697, which corrected published avoided cost rates to include energy payments not
discounted by transmission and line loss. Then the Commission issued
Reconsideration Order Nos. 32737 and 32802 on February 5, 2013, and May 5, 2013,
respectively, which further clarified certain terms and conditions of power purchase
agreements. Most recently, in Order No. 33377, the Commission directed ldaho Power
to utilize July 2024 as its first capacity deficit in the Company's SAR methodology,
effective September 15,2015. However, because this ESA is a replacement contract,
its rates contain capacity payments for the entire term of the contract term.
APPLICATION - 3
III. THE ENERGY SALES AGREEMENT
6. On January 4, 2016, ldaho Power and Simplot entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for an "other" project. A copy of the ESA is aftached to this
Application as Attachment 1. Under the terms of this ESA, Simplot elected to contract
with ldaho Power for a three-year term using the non-levelized other published avoided
cost rates as currently established by the Commission in Order No. 33305 for
replacement contracts and for energy deliveries of less than 10 aMW. This ESA was
executed by Simplot on December 30, 2015. lt was subsequently executed by ldaho
Power on January 4,2016, and now filed for the Commission's review.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to ldaho Power in accordance with an ESA dated January 30, 2015, that expires
on March 1,2016. Simplot proposes to continue to operate and maintain a 15.9
megawatt ("MW') (Maximum Capacity Amount, paragraph B-4, Appendix B) energy
facility located near Pocatello, ldaho. The Facility is a QF under the applicable
provisions of PURPA.
8. The nameplate rating of this Facility is 15.9 MW. As defined in paragraph
1.22 and paragraph 4.1.4 of the ESA, Simplot will be required to provide data on the
Facility that ldaho Power will use to confirm that under norma! and/or average
conditions, the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the ESA, should the Facility exceed 10 aMW on a
monthly basis, ldaho Power will accept the energy (lnadvertent Energy) that does not
exceed the Maximum Capacity Amount, but will not purchase or pay for this lnadvertent
Energy.
APPLICATION .4
9. As the Facility is already interconnected and selling energy to ldaho
Power, the ESA specifies a Scheduled First Energy Date and Scheduled Operation
Date for this Facility of March 1,2015, but shall be no later than 120 days after a
Commission final, non-appealable order has been issued approving this Agreement.
See Appendix B. As specified in Articles !V and V of this ESA, the parties recognize
that information provided under the previous agreement may sti!! be applicable to this
new replacement ESA. As specified in the ESA, ldaho Power shall review the
previously provided information and wi!! accept the information as previously submitted,
request updates to that information, and/or require new information to satisfy
compliance with the various requirements for the Seller to be granted a First Energy
Date and Operation Date for this replacement ESA. 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 non-
levelized published avoided cost rates in conformity with applicable Commission orders.
All applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72will be assessed to Simplot.
11. The terms and provisions of this ESA are nearly identical to the terms and
provisions of the 2015 ESA, except for a few typographical corrections/clarifications, a
change to the term to three years, and the inclusion of current published avoided cost
rates for an "other" project in accordance with Commission Order No. 33305.
12. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between Simplot and
ldaho Power was executed on February 19, 2013. PURPA QF generation must be
APPLICATION - 5
designated as a network resource ('DNR') to serve ldaho Power's retail load on its
system. In order for the Facility to maintain its DNR status, there must be a power
purchase agreement associated with its transmission service request in order to
maintain compliance with ldaho Power's non-discriminatory administration of its Open
Access Transmission Tariff (OATT) and maintain compliance with FERC requirements.
13. Article 21 of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that
al! payments ldaho Power makes to Simplot for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
14. Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i.e., by written submissions rather than by hearing. RP 201
ef seg. lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
Regulatory Dockets
ldaho Power Company
1221 West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwal ker@ id ahopower. com
dockets@ idahopower. com
Randy C. Allphin
Energy Contracts Coordinator Leader
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
rallp h i n@ idahopower. com
APPLICATION - 6
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
or rejecting the ESA between Idaho Power and Simplot, without change or condition;
and, if accepted, (3) declaring that all payments for purchases of energy under the ESA
between ldaho Power and Simplot be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 6th day of January 2016.
Attorney for ldaho Power Company
APPLICAT]ON - 7
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 6th day of January 2016 I served a true and
correct copy of the within and foregoing APPLICATION upon the following named
parties by the method indicated below, and addressed to the following:
J.R. Simplot Company
Attention: Corporate Secretary
J.R. Simplot Company
P.O. Box27
Boise, ldaho 83707
Don Sturtevant
J.R. Simplot Company
P.O. Box 27
Boise, ldaho 83707
Gregory M. Adams
RICHARDSON ADAMS, PLLC
515 North 27th Street (83702)
P.O. Box 7218
Boise, ldaho 83707
Hand DeliveredX U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Hand Delivered
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_Hand DeliveredX U.S. Mail
Overnight Mail
FAX
Email [e-mail]
APPLICATION - 8
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-I6-01
IDAHO POWER COMPANY
ATTACHMENT 1
Article
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, ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI.IY
AND
J.R. SIMPLOT COMPANY
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
lndemnifi cation and lnsurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Other Facility Energy Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Other Facility 10 average Monthly MW or Less)
Project Name: Simplot - Pocatello
Project Number: 4187 5695
THIS ENERGY SALES AGREEMENT C'AGREEMENT"), entered into on tnis /4 day of
I*, I ,2}lf,between J.R. SIMPLOT COMPANY a Nevada Corporation (Seller), and IDAHO
POWER COMPAI{Y, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively
as '"Parties"' or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifying Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualifying Facility.
THEREFORE, ln consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l "Adjusted Estimated Net Energy Amount" - the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
"Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
1.2
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.43.
1.4 '"Commission" - The [daho Public Utilities Commission.
1.5 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
1.7 "Delay Damages" - ((Current month's 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.
1.8 "Delav Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.9 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in the applicable Appendix D of this Agreement. If
this calculation results in a value less than 0, the result of this calculation will be 0.
l.l0 "Desigrrated Dispatch Facility"' - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
1.11 "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.
l.l2 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any
2
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 (CH+), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations lntergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
I . I 3 "Facility" - That electric generation facility described in Appendix B of this Agreement
l.l4 "Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate Capacity's
that are installed at this Facility.
l.l5 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV.
1.16 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: I )
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.l7 "Generation Interconnection Agreement (G[A)'" - The interconnection agreement for this Facility
that specifies terms, conditions and requirements of interconnecting to the Idaho Power electrical
system, which will include but not be limited to all requirements as specified by Schedule 72.
1 .18 "Generation Unit" - a complete electrical generation system within the Facility that is able to
generate and deliver energy to the Point of Delivery independent of other Generation Units within
the same Facility.
1.19 "Heavy Load Hours" - The daily hours from hour ending 0700 - 2200 Mountain Time, (16 hours)
excluding all hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
1.20 "Inadvertent Energy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
l.2l "lnterconnection Facilities" - All equipment specified in the GIA.
1.22 '"Initial Capacity Determination" - The process by which Idaho Power confirms that under normal
or average design conditions the Facility will generate at no more than l0 average MW per month
and is therefore eligible to be paid the published rates in accordance with Commission Order No.
32697.
1.23 "Lisht Load Hours" - The daily hours from hour ending 2300 - 0600 Mountain Time (8 hours),
plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
4
1.24 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of
the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agteement.
1.25 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.26 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.27 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as specified
in Appendix B of this Agreement.
1.28 "Mid-Columbia Market Energy Cost" - is 82.4%o of the monthly arithmetic average of each
day's lntercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak
Avg index prices in the month as follows:
The actual calculation being:
n
.824 * ( I {(ICE Mid-C Peak Avg* * HL hours for day) +
X=l
(ICE Mid-C Off-Peak Avg^ * LL hours for day)) I (n*24))
where n = number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
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 lndex. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.29 "Monthly Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
"Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a Generation
Unit and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device. This value is established for the term of this Agreement in Appendix B, item B-l of
this Agreement and validated in paragraph 4.1.4 of this Agreement.
I .31 "Net Energy" - AII of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include lnadvertent Energy.
1.32 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.33 "Other Facility" - ln accordance with IPUC Order 32697 and Order 32802, a generation facility
that is not a Solar, Wind, Seasonal Hydro or Non-seasonal Hydro generation facility.
1.34 '"Point of Delivery" * The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
6
1.35 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.36 "Renewable Energy Certificate" or "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.
1.37 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving
the Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall
be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall
achieve the Operation Date.
I .3 8 "Schedule 72" - Idaho Power's Tariff No I 0 I , Schedule 72 or its successor schedules as approved
by the Commission.
1.39 "Season"' - The three periods identified in paragraph 6.2.1 of this Agreement.
1.40 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
l.4l "Surplus Energy" - Is (l) Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds I l0% of the monthly Adjusted
Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if
the Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrical
system during the month is less than9}Yo of the monthly Adjusted Estimated Net Energy Amount
for the corresponding month specified in paragraph 6.2, then all Net Energy delivered by the
Facility to the Idaho Power electrical system for that given month, or (3) all Net Energy produced
by the Seller's Facility and delivered by the Facility to the Idaho Power electrical system prior to
the Operation Date, or (3) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
2.1
2.2
3.1
l.42 "Termination Damages" * Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confrmation 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.
Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201 et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualifying Facility status during the term of this Agreement and
Seller's failure to maintain Qualifying Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifying Facility status and associated
support and compliance documents at any time during the term of this Agreement.
Other Facilitv Qualification - Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.33 of this Agreement. Seller will take such steps as may be required to
3.2
3.3
4.1
maintain the Other Facility status during the full term of this Agreement, Idaho Power reserves
the right to review the Other Facility status of this Facility and associated support and compliance
documents at any time during the term of this Agreement.
ARTICLE TV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the Effective Date of this Agreement, this Facility has been delivering energy to Idaho
Power in accordance with an Energy Sales Agreement dated January 30, 2015, that expires on
March I , 2016, and some of the requirements of this Article are very similar to the requirements
of this previous Agreement. Prior to the First Energy Date and as a condition of Idaho Power's
acceptance of deliveries of energy from the Seller under this Agreement, ldaho Power shall
review the previously provided information and at Idaho Power's sole discretion may 1) accept
the previously provided information as satisfaction of the individual requirements of this Article
or, 2) require updates to the previously provided information or 3) require the Seller to provide
new information to complete the following requirements.
4.1.1 Submit proof to Idaho Power that all licenses, permits, determinations or approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, l8
CFP.292.201 et seq. as a certified Qualifying Facility and evidence of compliance with
the eligibility to be classified as an Other Facility as defined in paragraph 1.33 of this
Agreement.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that ldaho Power is relying on said opinion. Idaho
Power's acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to ldaho 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, each Generation Unit's Nameplate Capacity, equipment
specifications, prime mover data, resource characteristics, normal and/or average
operating design conditions and Station Use data. Upon receipt of this information,
Idaho Power will review the provided data and if necessary, request additional data to
complete the lnitial Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed l0 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
individual Generation Units to be installed at this Facility. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed 10
MW, it will be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds 10 MW, Idaho
Power will review all data submitted by Seller to determine if it is a reasonable
estimate that the Facility will not exceed l0 average monthly MW in any month.
4.1.5 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
10
4.1.6
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specific Generation Units.
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 are complete and able to deliver energy from the Facility to the Point of
Delivery in a safe manner.
Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
lnterconnection - Provide written confrmation 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
and that the GIA is in effect for the full term of this Agreement.
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 amount of the
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power Designated Network Resource
("DNR") prior to Idaho Power accepting any energy from this Facility.
Appendix B item 8 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results of this study process
and any associated costs will be included in the GIA for this Facility.
4.1 .9 .2 Only after the Facility has completed all requirements of the GIA that enable the
11
4.1.7
4.1.8
4.1.9
Facility to come online can Idaho Power begin the final process of designating
this resource as an Idaho Power DNR. The final process must be initiated at a
minimum 30 days prior to the First Energy Date. Therefore, Idaho Power will
begin this process 30 days prior to the Scheduled First Energy Date specified in
Appendix B of this Agreement and only after Idaho Power has received
confirmation that the GIA requirements have been completed. If the Seller
estimates that the actual First Energy is expected to be different then the
Scheduled First Energy Date specified in Appendix B of this Agreement, the
Seller must notiff Idaho Power of this revised date no later than 30 days prior to
Scheduled First Energy Date. Under no circumstances will the Facility be able
to deliver any energy to Idaho Power until such time as this Facility is an Idaho
Power DNR.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 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 ofthree (3) Contract
Years from the Operation Date.
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated January 30th,2015,
that expires on March 7"t,2076, and some of the requirements of this Article arevery similar to the
requirements of this previous Agreement. Idaho Power shall review the previously provided
information and at Idaho Power's sole discretionmay 1) acceptthe previously provided information
5.2
t2
s.3
as satisfaction of the individual requirements of this Article or, 2) require updates to the previously
provided information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
a) At a minimum,T5o/o of the Facility Nameplate Capacity as identified in Appendix B,
item, B-l has achieved a First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an Engineer's Certification of Ongoing Operations
and Maintenance (O&M) as described in Commission Order No. 21690. This
certificate will be in the form specified in Appendix C but may be modihed 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 expiration of the Delay Cure
Period, such failure will be a Material Breach and Idaho Power may terminate this Agreement at
any time until the Seller cures the Material Breach.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
l3
5.4
5.5
5.6
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 Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated. Seller shall respond within 15 days. ln the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as provided
herein, ldaho Power will purchase and Seller will sell all of the Net Energy to ldaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to ldaho Power at the Point of Delivery.
Estimated Net Energy Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed 10 average monthly MW nor be greater
than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the applicable
month.
6.2.1 Estimated Net Energy Amounts provided as of the Effective Date of this Agreement:
6.1
6.2
Season 1
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
6,763,636
6,545,455
6,763,636
6,763,636
6,763,636
6,545,455
6,763,636
5,040,000
6,545,455
6,763,636
6,763,636
6,109,091
Season 3
t4
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided Estimated Net Energy Amounts by
providing written notice to Idaho Power in accordance with paragraph25.l.
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
last business day of the Notification Month specified in the following schedule:
Notification
Month Future monthly Net Energy
Amounts elieible to be revised
Novernber
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
Septernber and any future
months
October and any future months
November and any future
months
December and any future
months
a.) This written notice must be provided to ldaho Power in accordance with paragraph
25.1 or by electronic notice provided and verified via return electronic verification
ofreceipt to the electronic notices address specified in paragraph 25.1.
b.) Failure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided Estimated Net Energy Amounts.
l5
6-2.3.1 Idaho Power Adjustment of Estimated Net Energv Amounts - If Idaho Power is excused
from accepting the Seller"s Net Energy as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by Idaho Power, the
Estimated Net Energy Amount as specified in paragraph 6.2 for the specific month in
which the reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual month in
which the event occurred:
Where:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
RSH reduced or suspended under paragraph 12.2.1 or 12.3.1
TH : Actual total hours in the current month
Resulting formula being:
Adjusted
Estimated
N"i er,".gy NEA
Amount
- SGU
(( rcu x NEA ),.(
RSHrH ))
16
6.3
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
Failure to deliver minimum amounts of Net Energy - Unless excused by an event of Force
Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the Estimated
Net Energy Amounts in effect as of the Operation Date shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix D.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix D.
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy as specified in Appendix
D.
Surplus 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, whichever is
lower.
lnadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kW[
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
7.1
7.2
7.3
7.4
7.5
t7
7.5.2
7.5.3
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate and deliver no
more than l0 average MW monthly and therefore does not intend to generate and
deliver lnadvertent Energy, Idaho Power will accept Inadvertent Energy that does not
exceed the Maximum Capacity Amount but will not purchase or pay for Inadvertent
Energy.
Seller's eligibility for published rate pricing is dependent upon not exceeding l0
average MW monthly of deliveries to Idaho Power. Consistent and material delivery
of lnadvertent Energy to Idaho Power means that the Seller was not eligible for the
published avoided cost rates contained in this Agreement and will be a Material
Breach thereof.
7.6 Payments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Energlz. Inc., 107 Idaho 781,693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 ldaho 1122,
695 P.2d 1 261 (1985), Afton Energy. Inc. v. Idaho Power Company, I I I Idaho 925,729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 CFR $292.303-
308
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
18
7.8
9.1
of energy from the Seller's Facility are owned by the Seller.
ARTICLE D(: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery
of Net Energy and 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 l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 SuLervisory Control and Data Acquisition (SCADA) Telemetry - If the Facility's Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph 10.1 and 10.2, Idaho Power
19
I l.l
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to 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
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, lnadvertent Energy and maximum hourly generation (kW)
and be records in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period ofnot less than five years.
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 generation, Net Energy, Station Use, Surplus
Energy, Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's
Facility.
tt.2
ARTICLE XII: OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through ldaho Power's Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
lnadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) [f energy deliveries are intemrpted due an event of Force Majeure or
20
Forced Outage.
If intemrption of energy deliveries is allowed by Section 210 of the Public
Utility Regulatory Policies Act of 1978 and 18 CFR 5292.304
If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmissior/distribution system as specified within the
GIA or Schedule 72 orlake such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power's damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix D. Idaho Power will have no responsibility to pay for
any other costs, lost revenue or consequential damages the Facility may incur.
b.)
c.)
d.)
2t
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to 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
l2.3.2and will continue for the time as specified (not less than 48 hours) in the written
notification provided by the Seller. In the month(s) in which the Declared Suspension of
Energy occurred, the Estimated Net Energy Amount will be adjusted as specified in
paragraph6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph lZ.3.l, the Seller will notifu the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within 24
hours after the telephone contact, provide Idaho Power a written notice in accordance with
Article XXV that will contain the beginning hour and expected duration of the Declared
Suspension of Energy Deliveries, a description of the conditions that caused the Seller to
initiate a Declared Suspension of Energy Deliveries and the reduced level (kW) of energy
deliveries the Facility is requesting that will be set as the maximum energy deliveries to
Idaho Power for the duration of the Declared Suspension of Energy Delivery event (not
less than 48 hours). Idaho Power will review the documentation provided by the Seller to
determine Idaho Power's acceptance of the described Forced Outage as 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
22
an event of Force Majeure or by neglect,
maintenance of the Seller's Facility.
or lack of adequate preventative
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, ldaho 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 information with regard to ldaho Power planned maintenance that may impact
the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt the interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
13.1 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
23
maintenance of, or by failure of, any of such Party's works or facilities used in connection with this
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifring Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifying Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term ofthis Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix E.
ARTICLE XIV: FORCE MAJEURE
l4.l As used in this Agreement, 'oForce 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.
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 of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
24
occurence shall be excused as a result ofsuch occuffence.
ARTICLE XV: LIABILITY:DEDICATION
l5.l Limitation of Liabilitv. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party"s system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.l Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
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: CHOTCE OF LAWS AND VENUE
l8.l This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
25
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
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the appropriate
authority for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
19.3
19.2.2
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
I 9.3. 1 lnsurance - Evidence of compliance with the provisions of Appendix E. If Seller fails
Agreement (an "event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach or if a specific
cure and/or inability to cure is identified by this Agreement for the specific Material
Breach then that cure shall apply.
to comply, such failure will be a Material Breach.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
26
19.3.2
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate will be an event of default. Such a default may
only be cured by Seller providing the required certificate; and
19.3.3 Licenses / Permits / Determinations - During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply 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.
ARTICLE XXI: COMMISSION ORDER
2l.l Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. This
Agreement shall only become hnally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
27
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by operation
of law or otherwise, without the prior written consent of both Parties, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, any party with which Idaho Power may
consolidate, or into which it may merge, or to which it may convey or transfer substantially all of
its electric utility assets, shall automatically, without further act, and without need of consent or
approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under this
Agreement. Any purported assignment in derogation of the foregoing shall be void. This article
shall not prevent a financing entity with recorded or secured rights from exercising all rights and
remedies available to it under law or contract. ldaho Power shall have the right to be notified by
the financing entity that it is exercising such rights or remedies.
23.1
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
24.1
25.1
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
28
To Seller:
Original document to:
Name:
Address:
Telephone:
Fax:
E-mail:
Copy of document to:
Name:
Address:
Telephone:
Cell:
E-mail:
J.R. Simplot Company
Attn: Corporate Secretary
P.O. Box 27
Boise,ID 83707
208-389-7327
208-389-7464
david. [e-mail]
J.R. Simplot Company
Attn: Don Sturtevant
P.O. Box 27
Boise,ID 83707
208-389-7306
208-340-3436
don. [e-mail]
To ldaho Power:
Original document to:
Vice President, Power Supply
ldaho Power Company
PO Box 70
Boise, Idaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email : [e-mail]
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
29
25.2 AuthorizedAgent(s)
Name Title
Don Sturtevant, 208-389-7306,
don.stu rteva nt@ si m plot.com
Energy Director
John Bob, 2O8-234-53L7,
[e-mail]
Plant Manager
Authorized Agents as listed above may be modified by the Seller by requesting and completing
an Authorized Agent modification document provided by Idaho Power. This document at
minimum will include the requested changes and require signature(s) from an authorized party of
the Seller.
26.1
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
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 Idaho Power Designated Network Resource. [f
final interconnection or transmission studies are not complete at the time the
30
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 ldaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order 32817 provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal
Hydro Facilities, Other Facilities, Solar Facilities, and Wind Facilities.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifications
Other Facility Energy Prices
lnsurance Requirements
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
28.1
ARTICLE XXVTII: COI.INTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
31
Dated
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 ftrmes on the dates set forth below;
ldaho Power Company J.R. Simplot Company
Tessia Park
Vice President, Power Supply
Mce Prcsident&Tteasumr
:Ic,n 4r A?16 Wc. 3o ,?nt{
o'Idaho Power"
Jod O. Bstol
32
A-1
APPENDIX A
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
JJ
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWBR PRODUCTION AND 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
2
3
4
5
6
7
Breaker Openinq Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
34
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Project Management
Name:
Telephone Number:
Cell Phone:
Steve Daniels
208-22t-239r
24-Hour Project Operational Contact
Name: Central Control Operator
Telephone Number: 208-234-5450
Cell Phone:
Project On-site Contact information
Name:Steve Daniels
TelephoneNumber: 208-221-2391
B-1
APPENDX B
FACILITY AND POINT OF DELTVERY
Project Name: Simplot - Pocatello
Project Number: 4187 5695
DESCRIPTION OF FACILITY
The Seller's Facility is described as one General Electric synchronous generator with a three-phase
nameplate rating of 18.75 MVA at 13.2 kV three phase, 60 hertz, driven by a steam turbine.
Facility Nameplate Capacity: 15.9 MW
Var Capability (Both leading and lagging) Leading is 0.9 Lagging is 0.9
LOCATION OF FACILITY
Near: Within the Simplot Fertilizer plant at Pocatello. Idaho
Actual or nearest physical street address: I150 Highway 30 West. Pocatello. ID 83204
GPS Coordinates: Latitude Decimal Degrees 112.5278 Longitude Decimal Degrees 42.9093
State: Idaho County: Power
Description of lnterconnection Location: The lnterconnection Point for the Simplot Pocatello
Project is the low-side bushings of the Idaho Power owned Don Substation metal clad vacuum
breaker connected to the Simplot three phase transformer bank. The project's location is in the
South Half of Section 7, Township 6 South, Range 34 East, Boise Meridian, of Power County,
Idaho.
SCHEDULED FIRST ENERGY AND OPERATION DATE
As this Facility is interconnected and already delivering energy to Idaho Power pursuant to an
energy sales agreement that will expire on March 1,2016, it is expected that the First Energy Date
and the Operation Date for this Agreement shall both occur at the same time. Assuming this
Agreement is completed and approved by the Commission prior to February 29,2016, and the
Seller has completed all requirements of Article IV and V of this Agreement the First Energy Date
36
B-2
B-3
and Operation Date shall occur on March 1,2016, simultaneously with the expiration of the prior
energy sales agreement. If any of these conditions are not completed prior to March I , 201 6, the
Scheduled Operation Date of this Facility shall be no later than 120 days after the Commission has
approved this Agreement.
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 15.9 MW which is consistent with the value provided by the Seller to ldaho
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.
B-5 POTNT 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 GLA. will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
8-6 LOSSES
If the Idaho 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 ldaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kwh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at2o/o of the kWh
energy production recorded on the Facility generation metering equipment. At such time as Seller
provides ldaho Power with the electrical equipment specifications (transformer loss specifications,
conductor sizes, etc.) of all of the electrical equipment between the Facility and the 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 determines that the loss calculation does
37
B-7
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.
NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC") rules
require Idaho Power to prepare and submit the application to achieve DNR status for this Facility.
Because much of the information Idaho Power needs to prepare the DNR application is specific to
the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation lnterconnection application,2) submitted all information
required by ldaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idaho Power with confirmation of the Seller's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
38
APPENDX C
ENGINEER' S CERTIFICATTON
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself/herself
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "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
and
this Statement is identified as Idaho Power Company Facility No.
to as the "Project".
and hereinafter referred
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to 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.
39
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project"s ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
By
40
D-l
APPENDX D
OTHER FACILITY ENERGY PRICES
Base Enerey Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order 33305
with seasonalization factors applied:
Year
20t6
2017
201 8
2019
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWh
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the nonJevelized energy price in accordance with Commission Order 33305
with season alization factors applied:
Year
2016
2017
201 8
2019
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh MillslkWh
D-2
D-3
42.36
42.85
44.00
46.93
37.01
37.50
38.65
41.58
69.16
69.95
7t.83
76.62
57.63
58.29
59.86
63.8s
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
33305 with seasonalization factors applied:
Year
20r6
2017
201 8
2019
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWh
39.98
40.46
41.62
44.55
60.43
61.22
63.10
67.89
65.27
66.07
67.94
72.73
50.35
51.01
s2.58
56.57
54.39
55.05
s6.62
60.61
41
APPENDIX E
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
lnsurance Requirements :
t.All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these 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 ldaho 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 lnsured Endorsement and Waiver
of Subrogation Endorsement.
The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current [nsurance lndustry Utility practices for similar
property.
2.
3.
4.
42