20170322Application.pdf

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An IDACORP Companv
DONOVAN E. WALKER
Lead Counse!
dwa I ker@idahopowe r. com i) i'r I l.J i\l
March 22,2017
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-17-04
CAFCO ldaho Refuse Management LLC, ldaho - SISW LFGE Project
ldaho Power Company's Application Regarding Energy Sales Agreement
Dear Ms. Hanian
Enclosed for filing in the above matter please find an origina! and seven (7)
copies of ldaho Power Company's Application.
Very truly yours,
novan E. Walker
DEW:csb
Enclosures
1221 W. ldaho st. (83702)
P-O. Box 70
Boise, lD 83707
lr'r:CEl\orEDDONOVAN 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
:irl illii ll? Pl{ h: 2k
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF AN ENERGY SALES
AGREEMENT WITH CAFCO IDAHO
REFUSE MANAGEMENT LLC, IDAHO,
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE SISW
LFGE PROJECT.
CASE NO. !PC-E-17-04
APPLICATION
ldaho Power Company ("ldaho Power" 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 CAFCO Idaho Refuse Management LLC, ldaho ("CAFCO" or
"Seller") under which CAFCO would sell and ldaho Power would purchase electric
energy generated by the Southern ldaho Regional Solid Waste District Landfill Gas to
Energy Project otherwise known as the SISW LFGE Project ("Facility") located near
Burley, ldaho.
APPLICATION - 1
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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 with the Commission's orders from
Case No. GNR-E-11-03 and contains published rates for projects of 10 average
megawatts ("aMW") or less. Pursuant to the Commission's direction in Order No.
32697, the rates were calculated by Commission Staff for a QF in the "other" category
pursuant to the surrogate avoided resource (SAR) methodology.
2. The ESA was signed by CAFCO on March 2, 2017, and by ldaho Power
on March 13, 2017. The ESA was executed in compliance with the Commission's
orders directing the implementation of PURPA for the state of ldaho and contains the
most recent avoided cost rates pursuant to the Commission's Order No. 33538.
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 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.
APPLICATION - 2
4. 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 qualifying 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.
III. THE ENERGY SALES AGREEMENT
5. On March 13, 2017, ldaho Power and CAFCO entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to
this PURPA agreement for an "other" resource. See Order Nos. 32697 and 32737. A
copy of the ESA is attached to this Application as Attachment 1. Under the terms of this
ESA, CAFCO elected to contract with ldaho Power for a 2O-year term using the non-
levelized, other published avoided cost rates as currently established by the
Commission in Order No. 33538 for energy deliveries of less than 10 aMW. This ESA
was executed by CAFCO on March 2, 2017. lt was subsequently executed by Idaho
Power on March 13, 2017, and now filed for the Commission's review on March 22,
2017.
6. CAFCO proposes to operate and maintain a 5 megawatt ('MW")
(Maximum Capacity Amount) landfill gas to energy facility to be located near Burley,
ldaho. CAFCO will initially insta!! a 2.6 MW generation unit and may install another 2.4
APPLICATION - 3
MW generation unit within 60 months of the Operation Date, bringing the Facility total
nameplate to 5 MW. The subsequent 2.4 MW generation unit is subject to the
conditions, rates, and remaining term of the ESA. The Facility will be a QF under the
applicable provisions of PURPA.
7. The nameplate rating of this Facility is 5 MW. As defined in paragraph
1.23 and paragraph 4.1.4 of the ESA, CAFCO wi!! be required to provide data on the
Facility that ldaho Power will use to confirm that under normal and/or average
conditions, the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the ESA, should the Facility 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.
8. CAFCO has selected October 1,2018, 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.
9. 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 CAFCO and
ldaho Power was executed on March 14, 2017. PURPA QF generation must be
designated as a network resource ("DNR") to serve ldaho Power's retail load on its
system. ln order for the Facility to maintain its DNR status, there must be a power
purchase agreement associated with its transmission service request in order to
APPLICATION - 4
maintain compliance with ldaho Power's non-discriminatory administration of its Open
Access Transmission Tariff (OATT) and maintain compliance with FERC requirements.
10. 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 CAFCO for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
11. ldaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i.e., by written submissions rather than by hearing. RP 201
ef seg. lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
12. 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
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Cogeneration and Small Power Production
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
energvcontracts@ idahopower. com
[e-mail]
dockets@ idahopower. com
VI. REQUEST FOR RELIEF
13. ldaho Power respectfully requests that the Commission issue an order:
(1) authorizing that this matter may be processed by Modified Procedure; (2) accepting
or rejecting the ESA between ldaho Power and CAFCO, without change or condition;
APPLICATION - 5
and, if accepted, (3) declaring that al! payments for purchases of energy under the ESA
between ldaho Power and CAFCO be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 22nd day of March 2017.
Z
E. WALKER
Attorney for ldaho Power Company
APPLICATION - 6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 22nd day of March 2017 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:
CAFCO ldaho Refuse Management LLC, ldaho
CAFCo ldaho Refuse Management LLC
c/o Josh T. Bartlome
Executive Director & CEO
Southern ldaho Regional Solid Waste District
1050 West 400 South
Burley, Idaho 83318
_Hand DeliveredX U.S. Mail
_Overnight Mai!
_FAXX Email [e-mail]
ch Bearry,
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-17-04
IDAHO POWER COMPANY
ATTACHMENT 1
Article
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
CAFCO IDAHO REFUSE MANAGEMENT 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 Signatures
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Other Facility l0 average Monthly MW or Less)
Project Name: SISW LFGE Project
Project Number: 20170214
^tENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this / J day of
Z}$erween CAFCO IDAHO REFUSE MANAGEMENT LLC, IDAHO (Seller),
and IDAHO POWER COMPANIY, an ldaho corporation (ldaho 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 energJ
produced by a PURPA Qualiffing Facility.
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: 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.
1.2 "Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
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1.3
1.4
1.5
1.6
1.7
1.8
1.9
l.r0
behalf of the Seller, and that ldaho 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
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.43.
"Commission" - The ldaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
"Delay Damages" - Shall be calculated monthly and shall be - The Estimated Net Energy
Amounts provided as of the Effective Date of this Agreement of a particular Generation Unit as
specified in paragraph 6.2.1 divided by the number of days in the current month) multiplied by
the number of days in the Delay Period in the current month) multiplied by the current month's
Delay Price.
"Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by ldaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in the applicable Appendix E of this Agreement. If
this calculation results in a value less than 0, the result of this calculation will be 0.
"Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"Designated Network Resource (DNR)" - A resource that is designated for ldaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
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t.t2 "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.
"Environmental Attributes" - means all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. EnvironmentalAttributes include but are not limited to: (l) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen 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
Intergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actualor
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
1.13
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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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.l4 "Facility" - That electric generation facility described in Appendix B of this Agreement.
I.15 "Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
1.16 "First Energv Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article [V, and after the Seller requested First Energy
Date.
I .17 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of 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 l8 "Generation lnterconnection Agreement (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to allrequirements as specified by Schedule 72.
1.19 "Generation Unit" - A complete electrical generation system within the Facility that can generate
and deliver energy to the Point of Delivery independent of other Generation Units within the
same Facility.
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1.20
1.21
1.22
"Heavy Load Hours (HL)" - The daily hours applicable to energy deliveries, from hour ending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
"lnadvertent Energy" - Electric energy Seller does not intend to generate. lnadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
"lnterconnection Facilities" - All equipment specified in the GIA.
1.23 Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average
megawatts (MW) per month and is therefore eligible to be paid the published rates in accordance
with Commission Order No. 33538.
1.24 "Light Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, lndependence Day,
Labor Day, Thanksgiving and Christmas.
1.25 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring because of
the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.26 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
I .27 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.28 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.29 "Mid- Columbia Market Energy Cost" - is 82.4Yo of the monthly arithmetic average of
each day's IntercontinentalExchange ("lCE") daily firm Mid-C Peak Avg and Mid-C Off-
Peak Avg index prices in the month as follows:
The actual calculation being:
5
n
824 * (I t(lCE Mid-C Peak Avg* + HL hours for day) +
X:l
(lCE Mid-C Off-Peak Avg* * LL hours for day)) / (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-Columbia 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.
1.30 "Monthly Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
l.3l "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- I of this Agreement and validated in paragraph 4.1 .4 of this Agreement.
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1.32 "Net Enersy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
1.33 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2, for the initial 2.6 MW generating unit(s), have been completed
and after the Seller requested Operation Date. Subsequent generating unit(s) may be installed and
be operational, bringing the facility total capacity to 5 MW, within sixty (60) months of the
Operation Date or the Delay Damages for the additional 2.4 MW of capacity may apply.
1.34 "Other Facility" - In accordance with IPUC Order 32697 and Order 32802, a generation facility
that is not a Solar, Wind, Seasonal Hydro or Non-Seasonal Hydro generation facility.
1.35 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.36 "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.
1.37 "Renewable Energy Certificate" or "&EQ" 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.
1.38 "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
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Seller shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.39 "Schedule 72" - Idaho Power's TariffNo l0l, Schedule 72 or its successor schedules as
approved by the Commission.
1.40 "security Deposit" - $45 per kW Nameplate Capacity of the total capacity of the initial
Generation Unit of the Facility (2.6 MW).
l.4l "Season" - The three periods identified in paragraph 6.2. I of this Agreement.
1.42 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.43 "Surplus Energy" - Is ( I ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds I l0% of the monthly Adjusted
Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if
the Net Energy produced by the Seller's Facility and delivered to the ldaho Power electrical
system during the month is less than90o/o of the monthly Adjusted Estimated Net Energy Amount
for the corresponding month specified in paragraph 6.2,then all Net Energy delivered by the
Facility to the Idaho Power electrical system for that given month, or (3) all Net Energy produced
by the Seller's Facility and delivered by the Facility to the ldaho Power electrical system prior to
the Operation Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
1.44 "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
2.1 Seller Independent 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 Idaho Power in connection with the transactions
contemplated by this Agreement.
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2.2 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.
3.1
3.2
J.J
4.1
ARTICLE III: WARRANTIES
No Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and 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.
Oualifring Facility Status - Seller warrants that the Facility is a "Qualifuing Facility," as that term
is used and defined in l8 CFR 292.201 et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualifuing Facility status during the term of this Agreement and
Seller's failure to maintain Qualifuing Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualiffing Facility status and associated
support and compliance documents at any time during the term of this Agreement.
Other Facility Oualification - Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.30 of this Agreement. After initial qualification, Seller will take such
steps as may be required to maintain 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 IV: CONDITIONS TO ACCEPTANCE OF ENERGY
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, 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
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4.1.2
4.1.3
4.1.4
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 referenced in Commission Order
32697.
Opinion of Counsel - Submit to Idaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to ldaho Power and will acknowledge that the attorney rendering
the opinion understands that 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 ( l99l ).
Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
Initial Capacity Determination - Submit to ldaho Power such data as ldaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt of this information, Idaho Power will
review the provided data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 [f 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
l0
4.1.5
4.1.6
4.1.7
4.1 .8
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
individual Generation Units to be installed at this Facility. Idaho Power will
veriS, 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,
and determine if the Seller has satisfied the Initial Capacity Determination.
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 10 average monthly MW in any month.
Nameplate Capacity - Submit to ldaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
Capacity ratings shall be equal to the 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 - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit
has been completed to enable the Generation Unit to beginning testing and delivery of Test
Energy in a safe manner.
Insurance - Submit written proof to ldaho 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.
4.1.9 Desisnated Network Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
ll
5.1
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power DNR prior to ldaho Power
accepting any energy from this Facility. Appendix B item 7 provides
information on the initial application process required to enable ldaho Power to
determine if network transmission capacity is available for this Facility's
Maximum Capacity Amount and/or if ldaho Power transmission network
upgrades will be required. The results of this study process and any associated
costs will be included in the GIA for this Facility.
4.1.9.2 After the Facility has completed all requirements of the GIA that enable the
Facility to come online and at least 30 days prior to the Scheduled First Energy
Date, Idaho Power will complete the process for approving the Seller's Facility
as an Idaho Power DNR. If the Seller estimates that the actual First Energy is
expected to be different then the Scheduled First Energy Date specified in
Appendix B of this Agreement, the Seller must notifu Idaho Power of this revised
date no later than 30 days prior to Scheduled First Energy Date. The Facility
cannot deliver any energy to Idaho Power until it is approved as a DNR after
completing all the requirements of the GIA and complying with the requirements
of this Agreement.
4.1 .10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
ARTICLE V: TERM A OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
the Effective Date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date of the initial generation unit.
t2
5.2
5.3
5.4
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date and at a minimum, T5Yo of the initial Generation Unit
Nameplate Capacity.
b) Seller has demonstrated to ldaho Power's satisfaction that all mechanical and electrical
testing, for the initial Generation Unit, has been completed satisfactorily and the
Facility can provide energy in a consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy, for the initial Generation Unit, 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 certifi cates.
d) Seller has requested an Operation Date, for the initial Generation Unit, from ldaho
Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date for
the initial Generation Unit. This confirmation will not be unreasonably withheld by
Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date, for the initial
Generation Unit, on or before the Scheduled Operation Date, and subsequent Generation Unit(s)
within sixty (60) months of the 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 expiration of the Delay Cure
l3
5.5
5.6
5.7
5.8
6.1
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
Delay Damages, to be paid to ldaho Power within l5 days after the end of each month or within 30
days of the date this Agreement is terminated by ldaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due ldaho Power within 30 days after this Agreement has been
terminated.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages within
7 days of when Idaho Power presents these billings to the Seller. Seller's failure to pay these
damages within the specified time will be a Material Breach of this Agreement.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, 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 ldaho Power shall release any remaining Security Deposit provided by Seller for the initial
Generation Unit (2.6 MW) within a reasonable period after either the Facility has achieved
its Operation Date or this Agreement has been terminated and only after all Delay Damages
and Termination Damages have been paid in full to ldaho Power.
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.
t4
6.2 Estimated Net Energy Amounts - Neither the monthly estimated Net Energy amounts provided as
of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed l0 average monthly MW nor be greater
than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the applicable
month.
6.2.1 Monthly Estimated Net Energy Amounts provided as of the Effective Date of this
Agreement:
Month kwh
Season 1
Season 2
March
April
May
July
August
November
December
June
September
October
January
February
1,420,000
1,520,000
1,720,000
1,740,000
1,700,000
1,460,000
1,480,000
1,680,000
1,700,000
1,500,000
1,560,000
1,420,000
6.2.2
6.2.3
Season 3
Seller's Adjustment of Estimated Net Energy Amounts
Prior to the Operation Date, the Seller may revise all of the previously provided monthly
estimated Net Energy amounts by providing written notice to Idaho Power in accordance
with paragraph 25.1 .
Seller's Adjustment of Estimated Net Energy Amounts
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:
15
Notification Month
November
December
January
February
March
April
May
June
July
August
September
October
Future monthly Net Energy Amounts eligible to be revised
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
6.2.4
a.) This written notice must be provided to ldaho Power in accordance with
paragraph 25.1 or by electronic notice provided and verified via return
electronic verification of receipt to the electronic notices address specified in
paragraph 25.1.
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 monthly estimated Net Energy amounts.
ldaho Power Adjustment of Monthly Estimated Net Energy Amounts - If Idaho Power is
excused from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the
Seller declares a Suspension of Energy Deliveries as specified in paragraph 12.3. I and the
Seller's declared Suspension of Energy Deliveries is accepted by ldaho Power, the monthly
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:
l6
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 12.2.1this value will be
equalto 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 individualGeneration 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.
RSH Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actualtotal hours in the current monthTH
Resulting formula being:
Adjusted
Estimated
Net Energy
NEA (r SGU
TGU X NEA X (+*))
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.
6.3 Failure to Deliver Minimum Net Energv Amounts - 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 monthly
t7
7.r
7.2
7.3
7.4
7.5
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 E.
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 E.
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 Price as specified in
Appendix E.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to ldaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example January contains 744 hours. 744 hours' times 10,000 kW : 7,440,000
kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would
be Inadvertent 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
Energy, Idaho Power will accept Inadvertent Energy that does not exceed the
Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
18
7.6
7.7
8.1
9.1
7.5.3 Delivering Inadvertent Energy to ldaho Power for 2 consecutive months and/or in any
3 months during a Contract Year will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement within sixty (60) days after the Material
Breach has occurred.
Payments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to ldaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with ldaho
Power Company v. Idaho Public Utilities Commission and Afton Enersy. lnc., 107 Idaho 781, 693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission,l0T ldaho 1122,
695 P.2d r 261 ( 1985),Afton Energy, Inc, v. Idaho Power Company, 111 ldaho 925,729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.303-
308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Pursuant to Commission Order 32697 and32802 the Environmental Attributes and Renewable
Energy Certificates as defined within this Agreement and directly associated with the production
of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: 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 Inadveftent Energy to the ldaho Power Point of Delivery for the full term of the
Agreement in accordance with the GIA.
t9
ARTICLE X: METERING. METERING COMMUNICATIONS 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 ldaho Power needs to administer this Agreement and
integrate this Facility's energy production into the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established
in the GI-A 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 GlA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l to ldaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and documented in
the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In addition to the requirements
of paragraph l0.l and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing ldaho 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 ldaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment willbe 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.
20
t2 .t
t2 .2
ARTICLE XI - RECORDS
ll.l 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, Inadvertent Energy and maximum hourly generation (in kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period ofnot less than five years.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
Acceptance of Energy -
12.2.1 ldaho 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.) If energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If interruption of energy deliveries is allowed by Section 2 I 0 of the Public
Utility Regulatory Policies Act of 1978 and l8 CFR 5292304
c.) If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
2t
12.3
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.
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 ldaho 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 ldaho Power was unable to accept valued at the applicable
energy prices specified in this Agreement. Idaho Power will have no responsibility to pay
for any other costs, lost revenue or consequential damages the Facility may incur.
Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than 48 hours. ("Declared Suspension of Energy
Deliveries"). The Seller's Declared Suspension of Energy Deliveries will begin at the start
of the next full hour following the Seller's telephone notification as specified in paragraph
12.3.2 and will continue for the time as specified (not less than 48 hours) in the written
22
12.4
notification provided by the Seller. In the month(s) in which the Declared Suspension of
Energy occurred, the Estimated Net Energy Amount will be adjusted as specified in
paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notiff 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 ldaho Power's acceptance of the described Forced Outage as qualifuing for a
Declared Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power's
acceptance of the Seller's Forced Outage as an acceptable Forced Outage will be based
upon the clear documentation provided by the Seller that the Forced Outage is not due to
an event of Force Majeure or by neglect, disrepair or lack of adequate preventative
maintenance of the Seller's Facility.
Scheduled Maintenance -On or before January 31't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
23
12.5
12.6
l3.l
13.2
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.
Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information in regards to Idaho Power planned maintenance
information that may impact the Facility.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or curtailing 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 interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XIII: NDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with this
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifuing Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifuing Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix F.
24
l4.l
ARTICLE XIV: FORCE MAJEURE
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such parry 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
occurrence shall be excused as a result ofsuch occurrence.
ARTICLE XV: LIABILITY: DEDICATION
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.
l5.l
25
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 ldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 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 .1 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.
F
l8. r 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.
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.
18.2
26
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'oevent of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifuing the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach or if a specific
cure and/or inability to cure is identified by this Agreement for the specific Material
Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 lnsurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
27
20.1
2t.t
Maintenance form as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of ldaho. 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. [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
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. This
Agreement shall only become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement and 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
28
22.1
23.1
24.1
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Power may consolidate, merge, 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 ldaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
29
25.1
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
CAFCo Idaho Refuse Management LLC c/o
Josh T. Bartlome,
Executive Director & CEO
Southern Idaho Regional Solid Waste District
1050 West 400 South
Burley, Idaho 83318
Telephone : (208') 432 -9 083
Cell: [phone]
E-mail : [e-mail]
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Emai I : energycontracts@ idahopower.com
Copv of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mai I : energycontracts@ idahopower.com
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party
30
25.2 AuthorizedAgent(s)
Erick Stowe
1600 Broadway, Suite 1600
Denver, CO 80202
Josh T Bartlome
PO Box 159, 1050 West,400 South
Burley, [daho 83318
(208) 432-e082
Nate Francisco
PO Box 159, 1050 West,400 South
Burley, Idaho 83318
(208) 432-e082
Stephanie Thompson
PO Box 159, 1050 West,400 South
Burley, Idaho 83318
[phone]
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. g 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.
31
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Initiated the Generation Interconnection review process which shall result
in the identification of any required modifications, additions, or upgrades to the
existing interconnection of this Facility to enable the Facility to deliver energy in
accordance with this Agreement. Completion of this review process will result in
a GIA being created for this project that will require execution by the Seller and
the Idaho Power interconnection group.
b) Received and accepted an interconnection and transmission capacity
feasibility study for this Facility.
c) 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. 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.
d) Provide acceptable and verifiable evidence to Idaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order 32817 provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal
Hydro Facilities, Other Facilities, Solar Facilities, and Wind Facilities.
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
32
26.3
Appendix D
Appendix E
Appendix F
Forms of Liquid Security
Other Facility Energy Prices
Insurance Requirements
JJ
27.1
28.1
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.
ARTTCLE 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.
34
29.t
ARTICLE XXIX: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
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 CAFCo Idaho Refuse Management LLC
By By
Tessia Park
Vice President, Power Supply
Erick Stowe
Dated Dated os/ar/ru,,
"Idaho Power""Seller"
35
APPENDIX A
A _I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to 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 ldaho 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:
36
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Station
Usage
Metered
Mrximum Generation
kw
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
Breaker Opening 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)
*
1
a
3
4
5
6
7
Net Generation
Breaker Closing Record
Date Time Meter
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.
*Reason
Signature
37
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at l2:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Sel ler' s Contact lnformation
Project Management
Name: Josh T. Bartlome
Telephone Number: [phone]
Cell Phone: [phone]
24-Hour Proiect Operational Contact
Name: Nate Francisco
Telephone Number: [phone]
Cell Phone: [phone]
Proiect On-site Contact information
Name: Brent Dozier
Telephone Number: [phone]
Cell Phone: [phone]
38
B-1
B-2
B-3
APPENDIX B
FACILITY AND POINT OF DELTVERY
Project Name: SISW LFGE Project
Project Number: 2017 0214
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.)
The proiect shall initially install a 2.6 MW seneration unit and within sixW (60) months of the
Operation Date may install another 2.4 MW generator unit. The additional generator units at this
location. up to a total of 5 MW that would make use of the LFG at the Milner Butte landfill as a
fuel source. shall be required to be an expansion to the Facili8 under this Agreement.
Nameplate Capacity: Initial Unit 2.6 MW. Subsequent Unit 2.4 MW. Total5 MW
Var Capability (Both leading and lagging of initial unit): Leading is 0.8. Lagging is 0.8
LOCATION OF FACILITY
Near: Milner Butte. 8 miles west of Burley. Idaho
Actual or nearest physical street address: 1050 West. 400 South Burley Idaho 83318
GPS Coordinates: 42.466286N^ 114.009322W State: Idaho County: Cassia
Description of Interconnection Location: Point on Western Boundary corresponding with PP
86 on IPCO line.
SCI#DULED FIRST ENERGY AND OPERATION DATE
Seller has selected April 1. 2018 as the Scheduled First Energy Date.
Seller has selected October l. 2018 as the Scheduled Operation Date.
In 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.
39
B-4
B-5
B-6
MAXIMUM CAPACITY AMOUNT:
This value will be 5 MW which is consistent with the value provided by the Seller to Idaho Power
in accordance with the GIA. This value is the maximum energy (in MW) that potentially could be
delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point where the Seller's
Facility energy is delivered to the ldaho 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 Idaho Power Metering equipment can measure 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 at 2Yo of the kWh energy
production recorded on the Facility generation metering equipment. When Seller provides Idaho
Power with the electrical equipment specifications (transformer loss specifications, conductor
sizes, etc.) of all the electrical equipment between the Facility and the Idaho Power electrical
system, Idaho Power will configure a revised loss calculation formula to be agreed to by both
parties and used to calculate the kWh Losses for the remaining term of the Agreement. If at any
time during the term of this Agreement, Idaho Power or Seller determines that the loss calculation
does not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Facility and the ldaho Power electrical system, ldaho Power may adjust the calculation and
retroactively adjust the previous month's kWh loss calculations.
40
B-7 DESIGNATED NETWORK RESOURCE (DNR)
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an ldaho Power DNR. Federal Energy Regulatory Commission (*FERC")
rules require Idaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable ldaho Power to submit a request for DNR status for this Facility,
the Seller shall have I ) 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 ldaho 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 ofany action or inaction by the Seller.
4l
APPENDIX C
ENGTNEER'S CERTIFICATION
OPERATIONS & MAINTENANCE POLICY
referred to as the "Project."
4. That the Project, which is commonly known as the
OF
The undersigned on behalf of himself/herself 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 ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as
Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as ldaho Power Company Facility No.and is hereinafter
is located in
Section Township Range Boise Meridian,Coun!2, 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.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years
42
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hislher hand and seal below.
By
(P.E. Stamp)
Date
43
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
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 ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which 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 ldaho Power for a year period
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
44
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.
By
(P.E. Stamp)
Date
45
APPENDIX C
ENGTNEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter to as the
"Agreement", between ldaho Power as Buyer, and as Seller, dated
3 That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No and
is 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 ldaho Power for a year period
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project 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 Interconnection Facilities and other Project facilities and equipment.
OF
46
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. Thatthe 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.
ll. 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 hisiher knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
47
APPENDIX D
FORMS OF LIQUID SECURITY
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 satisff 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 Idaho 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, Inc. 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 Security Deposit. The
Seller shall be responsible for all costs, and receive any interest eamed associated with
establishing and maintaining the escrow account(s).
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 par:ty that satisfies the Credit Requirements, in a
48
form acceptable to ldaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to ldaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Lette(s) of Credit.
49
E-l
APPENDX E
OTHER FACILITY ENERGY PRICES
(Prices based on 5,000 kW of Capacity)
Base EnerEv 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 33538
dated June 15,2016 with seasonalization factors applied:
Year
Season I -(73.50%\
Mills/kWh
Season2-(120.00%\
Mills/kWh
Season3-(100.00%)
Mills/kWh
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
27.30
27.27
28.24
29.15
30.40
32.14
50.61
52.64
53.85
54.60
54.83
56.19
56.84
56.96
58.71
60.01
60.79
62.17
63.44
65.05
66.39
44.58
44.52
46.11
47.59
49.62
52.47
82.64
85.94
87.91
89.14
89.52
91.74
92.80
92.99
95.86
97.97
99.25
101.51
103.58
106.21
108.39
37.15
37.10
38.42
39.66
41.35
43.73
68.86
71.61
73.26
74.28
74.60
76.45
77.33
77.50
79.88
81.64
82.71
84.59
86.32
88.51
90.32
50
E-2
APPENDIX E
OTHER FACILITY ENERGY PRICES
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order 33538
dated June 15,2016 with seasonalization factors applied:
Season I - (73.50%)
Mills/kWh
Season2-(120.00%)
MillsikWh
Season3-(100.00%)
Mills/kWhYear
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
21.95
21.92
22.89
23.80
25.04
26.79
45.26
47.29
48.50
49.25
49.48
50.84
51.49
51.61
53.36
54.66
55.44
56.82
s8.09
59.70
61.04
35.84
35.78
37.37
38.85
40.89
43.74
73.90
77.20
79.18
80.40
80.79
83.00
84.06
84.26
87.12
89.24
90.51
92.77
94.85
97.48
99.65
29.87
29.82
31.14
32.38
u.07
36.45
61.58
64.33
65.98
67.00
67.32
69.17
70.05
70.22
72.60
74.36
75.43
77.31
79.04
81.23
83.04
5l
E-3
APPENDIX E
OTHER FACILITY ENERGY PRICES
All Hours Energy Price - See Paragraph 7.4 for Surplus Energy Price calculation. The price to be
used in the calculation of the Delay Damage Price shall be the non-levelized energy price in
accordance with Commission Order 33538 dated June 15, 2016 with seasonalization factors
applied:
Season | -(73.50%\
Mills/kWh
Season2-(120.00%)
Mills/kWh
Season3-(100.00%)
Mills/kWhYear
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
24.92
24.89
25.86
26.77
28.O1
29.76
48.23
50.25
51.47
52.22
52.45
53.81
54.46
54.58
56.33
57.63
58.41
59.79
61.06
62.67
64.01
40.69
40.63
42.22
43.70
45.74
48.58
78.75
82.05
84.03
85.25
85.64
87.85
88.91
89.11
91.97
94.09
95.36
97.62
99.69
102.32
104.50
33.91
33.86
35.19
36.42
38.11
40.49
65.62
68.37
70.02
71.04
71.36
73.21
74.O9
74.26
76.64
78.41
79.47
81.35
83.08
85.27
87.08
52
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance 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.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within 5 days of the cancellation, material
change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. 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 Insurance in the name of Idaho Power
Company and list Idaho Power Company as an Additional Insured Endorsement and Waiver
of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property. .
53