20190102Application.pdf

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DONOVAN E. WALKER
Lead Counsel
[e-mail]
January 2,2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Case No. IPC-E-19-01
J.R. Simplot Company - Pocatello Project
ldaho Power Company's Application Regarding Energy Sales Agreement
Dear Ms. Hanian:
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application.
very ly yours,
Donovan E. Walker
DEW:csb
Enclosures
PO. Box 70 (83707)
1221 W. ldaho St.
Boise, lD 83702
An IDACORP Company
Re
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ id a hopower. com
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Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN ENERGY
SALES AGREEMENT WITH J.R. SIMPLOT
COMPANY FOR THE SALE AND PURCHASE
OF ELECTRIC ENERGY FROM THE
SI MPLOT-POCATELLO COGEN ERATION
AND SMALL PURCHASED POWER PROJECT
CASE NO. IPC-E-19-01
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'
or "Agreement") between ldaho Power and J.R. Simplot Company ("Simplot" or "Seller")
under which Simplot would sell and ldaho Power would purchase electric energy
generated by the Simplot-Pocatello cogeneration and small purchased power project
("Facility") located near the city of Pocatello, ldaho.
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APPLICATION - 1
In support of this Application, Idaho Power represents as follows:
I. INTRODUCTION
1. Simplot currently has a PURPA ESA with ldaho Power for this Facility that
was executed on January 4,2016. The expiration date of the 2016 ESA is February 28,
2019.
2. The ESA submitted herewith is a new contract with the same Qualifying
Facility ('QF') for a new term and current terms and conditions. This ESA complies with
the Commission's Order Nos. 32697, 32737, and 32802 from Case No. GNR-E-11-03.
The ESA contains published rates for projects of 10 average megawatts ("aMW") or less
pursuant to Commission Order No. 34062 from Case No. IPC-E-18-05. Because the
Facility is an existing QF whose previous agreement with ldaho Power is expiring
(replacement contract), the ESA contains capacity payments for the entire term of the
Agreement, with no sufficiency period. Pursuant to the Commission's direction in its
Reconsideration Order No. 32737, the rates were calculated by Commission Staff for a
QF in the "Other" category pursuant to the surrogate avoided resource ("SAR") avoided
cost methodology.
3. The ESA, dated December 21,2018, was signed by Simplot on December
20, 2018, and by ldaho Power on December 21, 2018. The ESA was executed in
compliance with the Commission's orders directing the implementation of PURPA for the
state of ldaho and contains avoided cost rates pursuant to the Commission's Order No.
34062 dated May 16, 2018.
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC'), require that regulated electric utilities
purchase power produced by cogenerators or smal! power producers that obtain QF
APPLICATION - 2
status. The rate a QF receives for the sale of its power is generally referred to as the
avoided cost rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
standard power purchase agreements entered into between regutated utilities and QFi.
On January 2,2013, the Commission issued Errata to Order No. 32697, which corrected
published avoided cost rates to include energy payments not discounted by transmission
and line loss. Then the Commission issued Reconsideration Order Nos. 32737 and
32802 on February 5,2013, and May 5, 2013, respectively, which further clarified certain
terms and conditions of power purchase agreements. Most recently, in Order No. 33898,
the Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology. However, because this ESA is a replacement contract,
its rates contain capacity payments for the entire contract term.
ilt.THE ENERGY AGREEMENT
6. On December 21, 2018, ldaho Power and Simplot entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to this
PURPA agreement for an "Other" project. A copy of the ESA is attached to this
Application as Attachment 1. Under the terms of this ESA, Simplot elected to contract
with ldaho Power for a three-year term using the non-levelized, non-seasonal hydro
APPLICATION - 3
published avoided cost rates as currently established by the Commission in Order No.
34062 dated May 16, 2018, for replacement contracts and for energy deliveries of less
than 10 aMW.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to ldaho Power in accordance with an ESA dated January 4,2016, that expires
on February 28, 2019. Simplot plans to continue operating and maintaining a 15.9
megawatt ('MW') (Maximum Capacity Amount, paragraph B-4, Appendix B) energy
facility located near the city of Pocatello, ldaho. The Facility is a QF under the applicable
provisions of PURPA.
8. The nameplate rating of this Facility is 15.9 MW. As defined in paragraphs
1.23and4.1.4 of the ESA, Simplotwill be required to provide data on the Facilitythat
ldaho Power will use to confirm that under normal and/or average conditions, the Facility
wil! not exceed 10 aMW on a monthly basis. Furthermore, as described in paragraphT.T
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.
L As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for this
Facility of March 1,2019, but shall be no later than 120 days after a Commission final,
non-appealable order has been issued approving this Agreement. See Appendix B. As
specified in Articles IV and V of this ESA, the parties recognize that information provided
under the previous agreement may still be applicable to this replacement ESA. As
specified in the ESA, ldaho Power shall review the previously provided information and
will accept the information as previously submitted, request updates to that information,
and/or require new information to satisfy compliance with the various requirements for the
APPLICATION - 4
Seller to be granted a First Energy Date and Operation Date for this replacement ESA.
ln addition, ldaho Power will monitor the ongoing requirements through the full term of
this ESA.
10. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72Generator lnterconnection Agreement, or "GlA," between Simplot and ldaho
Power was signed on February 19,2013. 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 maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. Additionally, Simplot requested that the notification of Net Energy Amount
monthly adjustments described in paragraph 6.2.3 be reduced from one-month advanced
notice to five business days' notice prior to the upcoming month. Simplot also asked that
the process for requesting a suspension of energy deliveries be modified, which can be
found in paragraph 12.3. ldaho Power agrees that these are reasonable modifications
that can be accommodated with ldaho Power's operations
12. Article XXI of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that all
payments ldaho Power makes to Simplot for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
APPLICATION - 5
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on February
28,2019, the parties request that the Commission set a procedural schedule that would
result in a final Commission determination prior to the expiration of the existing contract.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following
Donovan E. Walker
ldaho Power Company
1221West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower. com
dockets@ idahopower. com
Energy Contracts
ldaho Power Company
1221\Nest ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
e ne rgycontracts@ ida hopowe r. com
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and Simplot; and, if accepted, (3) declaring that
all payments for purchases of energy under the ESA between ldaho Power and Simplot
be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 2nd day of January 2019.
OVAN E. WALKER
APPLICATION - 6
Attorney for ldaho Power Company
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 2nd day of January 2019 I served a true and
correct copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
J.R. Simplot Company
Gregory M. Adams
RICHARDSON ADAMS, PLLC
515 North 27th Street (83702)
P.O. Box 7218
Boise, ldaho 83707
General Counsel
Don Sturtevant
J.R. Simplot Company
P.O. Box27
Boise, ldaho 83707
_Hand DeliveredX U.S. Mail
_Overnight Mail_FAXX Email [e-mail]
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
don. stu rteva nt@si m p lot. com
Christa Bearry, Legal Assistant
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPG-E-I9-01
IDAHO POWER GOMPANY
ATTACHMENT 1
Article
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
J.R. SIMPLOT COMPANY
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and 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 S ignatures
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2
J
4
5
6
7
8
9
l0
l1
12
r3
14
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l6
t7
l8
t9
20
2t
22
23
24
25
26
27
28
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Other Facility Energy Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Other Facility l0 average Monthly MW or Less)
Project Name: Simplot - Pocatello
Project Number: 4187 5700
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THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on tnis Jluday of/
DeCerr/ref ,ZO$Aetween J.R. SIMPLOT COMPANY a Nevada Corporation (Seller), and IDAHO
POWER COMPANY, an Idaho corporation (ldaho Power), hereinafter sometimes referred to collectively
as "Parties" or individually as "Parly."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifling Facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric generation
produced by a PURPA Qualifuing Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I.l "Adjusted Estimated Net Enerry Amount" - the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorized Agent" - a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
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until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "Commission" - The Idaho Public Utilities Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.5 "Delay Cure Period" - 120 days immediately following the Scheduled Operation Date.
1.6 "Delay Damages" - Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current
month) multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
1.7 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.8 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix D of this Agreement. If this
calculation results in a value less than 0, the result of this calculation will be 0.
1.9 "Designated Network Resource (DNR)" - A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet Idaho Power's network load.
1.10 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l I "Effective Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
l.l2 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
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avoided emission of pollutants. Environmental Attributes 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 Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potentialthreat of altering the Earth's climate by trapping heat in the atmosphere; (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. EnvironmentalAttributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
Ll3 "Estimated Net Energy Amount" - the monthly Estimated Net Energy Amount (kwh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
l.l4 "Facility" - That electric generation facility described in Appendix B of this Agreement
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I .15 "Facilit_y Nameplate Capacity" - The sum of the individual Generation Unit Nameplate Capacity's
that are installed at this Facility.
1 .16 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
l.l7 "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 ldaho Power or Facility: I )
equipment failure which was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
l.l8 "Generator Interconnection 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 all requirements as specified by Schedule 72.
l.l9 "Generation Unit" - a complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
1.20 "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 Years Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
l.2l "Inadvertent Energ_y" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.7 of this Agreement.
1.22 "Interconnection Facilities" - All equipment specified in the GIA.
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1.23 "lnitial Capacity Determination" - The process by which Idaho Power confirms that under normal
or average design conditions the Facility will generate at no more than l0 average megawatts
(MW) per month.
1.24 "Light Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1,25 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of
the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.26 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.27 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.28 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as specified
in Appendix B of this Agreement.
1.29 "Mid-Columbia Market Energy Cost" - is 82.4Yo of the monthly arithmetic average of each
day's Intercontinental Exchange ("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak
Avg index prices. Each day's index prices will reflect the relative proportions of peak hours
and off peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:
n
824 * (, {(lCE Mid-C Peak Avg* * HL hours for day) +
X=l
(lCE Mid-C Off-Peak Avg* * LL hours for day)) I (n*24))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
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periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C 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 Energv" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
l.3l "NarusplAte_eapae-lq" -The full-load electrical quantities assigned by the designer to a Generation
Unit and its prime mover under standardized conditions, expressed in kilovolt-amperes, kilowatts,
horsepower or other appropriate units. Usually indicated on a nameplate attached to the
individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph 4.1.4 of this Agreement.
1.32 "Net Enerry" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
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1.33 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.34 "Other Facilitv" - In accordance with IPUC Order No. 32697 and Order No. 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 Energv 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 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 Tariff No. 101, Schedule 72 or its successor schedules as approved
by the Commission.
1.40 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.41 "station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.42 "Termination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
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2.1
2.2
3.I
3.2
3.3
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranry by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Ouali&ing Facilitv Status - Seller warrants that the Facility is a "Qualifuing Facility," as that term
is used and defined in l8 CFR 5292.201 et seq. and Seller will take such steps as may be required
to maintain the Facility's Qualifoing Facility status during the term of this Agreement and
Seller's failure to maintain Qualifring Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifuing Facility status and associated
support and compliance documents at any time during the term of this Agreement.
Other Facilit_v Oualification - Seller warrants that the Facility is an Other Facility as that term is
defined in paragraph 1.34 of this Agreement. Seller will take such steps as may be required to
maintain the Other Facility status during the full term of this Agreement, Idaho Power reserves
the right to review the Other Facility status of this Facility and associated support and compliance
documents at any time during the term of this Agreement.
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4.1
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
First Enerry Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated January 4,2016,
that expires on March 1 , 2019, and some of the requirements of this Article are very similar to the
requirements of this previous Agreement. Prior to the First Energy Date and as a condition of
Idaho Power's acceptance of deliveries of energy from the Seller under this Agreement, Idaho
Power shall review the previously provided information and at Idaho Power's sole discretion may
I ) accept the previously provided information as satisfaction of the individual requirements of
this Article or, 2) require updates to the previously provided information or 3) require the Seller
to provide new information to complete the following requirements.
4.1.1 Submit proof to Idaho Power that all licenses, permits, determinations and approvals
necessary for Seller's operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, l8
CFR292.201 et seq. as a certified Qualifuing Facility and evidence of compliance with
the eligibility to be classified as an Other Facility as defined in paragraph 1.34 of this
Agreement.
4.1.2 Opinion of Counsel - Submit to Idaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.I .l
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering
the opinion understands that ldaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law ( 199 I ).
9
4.1.3
4.1.4
4.1.5
Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
Initial Capacitv Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, each Generation Unit's Nameplate Capacity, equipment
specifications, prime mover data, resource characteristics, normal and/or average
operating design conditions and Station Use data. Upon receipt of this information,
Idaho Power will review the provided data and if necessary, request additional data to
complete the Initial Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed 10 MW, the Seller shall submit
detailed, manufacturer, verifiable data of the Nameplate Capacity ratings of the
individual Generation Units to be installed at this Facility. Idaho Power will
veri! that the data provided establishes the combined Nameplate Capacity rating
of the Generation Units to be installed at this Facility does not exceed l0 MW
and will 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 l0 average MW in any month.
Nameplate CapaciB - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
10
4.1.6
4.1.7
4.1 .8
specifi c 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(s)
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
Interconnection - Provide wriffen 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 DesisnatedNetwork Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an ldaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
have achieved the status of being an Idaho Power DNR prior to Idaho Power
accepting any energy from this Facility. Appendix B item 7 provides
information on the initial application process required to enable ldaho Power to
determine if network transmission capacity is available for this Facility's
Maximum Capacity Amount and/or if Idaho Power transmission network
upgrades will be required. The results of this study process and any associated
costs will be included in the GIA for this Facility.
4.1.9.2 At least thirry (30) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements of the GIA that enable the Facility to
come online, Idaho Power will complete the process for getting the Seller's
Facility approved as an Idaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notifu ldaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
11
5.1
5.2
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the Effective Date and shall continue in full force and effect for a period of three (3) Contract
Years from the Operation Date.
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to ldaho Power in accordance with an Energy Sales Agreement dated January 4,2016, that
expires on March 7,2019, and some of the requirements of this Article are very similar to the
requirements of this previous Agreement. Idaho Power shall review the previously provided
information and at Idaho Power's sole discretion may I ) accept the previously provided information
as satisfaction of the individual requirements of this Article or, 2) require updates to the previously
provided information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
a) Facility is online and delivering generation to Idaho Power at the Point of Delivery.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Ongoing
Operations and Maintenance (O&M) as described in Commission Order No. 21690.
This certificate will be in the form specified in Appendix C but may be modified to the
12
5.3
5.4
5.5
5.6
extent necessary to recognize the different engineering disciplines providing the
certificates.
d) Seller has requested an Operation Date from ldaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date. This
confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. If Seller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Delay Damages billing and payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within l5 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
Termination Damases billinq and pavment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due ldaho Power within 30 days after this Agreement has been
terminated. Seller shall respond within l5 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
l3
6.1
6.2
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energ0r Purchase and Delivery - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power
at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by
the Seller to ldaho Power at the Point of Delivery.
Estimated Net Energy Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed 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:
Season 1
Season 2
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
5,546,182
5,367,273
5,188,363
5,546,182
5,546,182
5,367,273
5,546,182
4,114,909
5,367,273
5,502,545
5,546,182
4,965,81 8
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided Estimated Net Energy Amounts by
providing written notice to ldaho Power in accordance with paragraph 25.1.
t4
Season 3
6.2.4
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts Afterthe Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25h day of the month that is prior to the month to be revised. If the 25th day of the month
falls on a weekend or holiday, then written notice must be received on the last business day
prior to the 25th day of the month. For example, if the Seller would like to revise the
Estimated Net Energy Amount for October, they would need to submit a revised schedule
no later than September 25ft or the last business day prior to September 25th.
a.) This written notice must be provided to Idaho Power in accordance with paragraph
25.1 or by electronic notice as agreed to by both parties.
b.) Failure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided Estimated Net Energy Amounts.
Idaho Power Adjustment of Monthly Estimated Net Energlv Amounts - If ldaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power, the 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:
Where:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
SGU
l5
TGU
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the current month
RSH
TH
Resulting formula being:
Adjusted
Estimated
Net Energy
Amount
((
SGU RSH
))
6.3
7.1
NEA TGU x NEA X TH
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 Deliveries.
Failure to Deliver Minimum Amounts of Net Energy - Unless excused by an event of Force
Majeure or ldaho 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
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
Surplus Energy - (l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent ( 1 1 0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) of the monthly
t6
(
7.2
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the ldaho Power electrical system for that given
month, or (3) all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
Surplus Energ,v 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.
7.3 Base Enerqv - The Net Energy produced by the Seller's Facility and delivered to the Idaho
7.4
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (90%) and less than or equal to one hundred ten percent (110%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Energy Heaw Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix D.
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix D.
1.5
7.6 All Hours ErcrelPdae - The price to be used in the calculation of the Surplus Energy Price and
7.7
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix D.
Inadvertent Energy -
7.7.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten
thousand ( 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
l7
7.7.2
7.7.3
kWh in this example would be Inadvertent Energy.)
Although Seller intends to design and operate the Facility to generate no more than
ten ( 10) average MW monthly and therefore does not intend to generate and deliver
Inadvertent Energy, Idaho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
Delivering Inadvertent Energy to Idaho Power for 2 consecutive months and/or in any
3 months during a Contract Year will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement within sixty (60) days after the Material
Breach has occurred.
7.8
7.9
Payments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission - This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Energy. Inc., 107 Idaho 781,693
P.2d 427 (l984), Idaho Power Company v. Idaho Public Utilities Commission,l0T ldaho 1122,
695 P.2d I 261 (1985), Afton Energv. Inc. v. Idaho Power Company, I I 1 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 ATTRIBUTE,S
Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
8.1
18
ARTICLE IX: FACILITY AND INTERCONNECTION
9.1 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 Inadvertent Energy to the Idaho Power Point of Delivery for the full term of the
Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMLTNICATIONS AND SCADA TELEMETRY
l0.l Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the generation produced 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 electricity measurements
at the Point of Delivery that Idaho Power needs to administer this Agreement and integrate this
Facility's electricity delivered to the ldaho Power electrical system. Specific equipment,
installation details and requirements for this metering equipment will be established in the GIA
process and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of
this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In addition to the requirements
of paragraph 10. I and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
t9
ll.l
11.2
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment 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.
ARTICLE XI - RECORDS
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 (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.
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 ldaho Power's Designated Dispatch Facility in accordance with the GIA.
Acceptance of Energy -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Enerry or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
b.) If intenuption of generation deliveries is allowed by Section 210 of the
12 .1
12 .2
20
12.2.2
t2.2.3
12.2.4
Public Utility Regulatory Policies Act of 1978 and l8 CFR 5292.304
c.) If temporary disconnection and/or interruption of generation 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
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.
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 ldaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
Under no circumstances will the Seller deliver generation 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.
If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated generation that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
2l
12.3 Seller Declared Suspension of Enerqy Deliveries
12.3.2
If the Seller's Facility experiences a Forced Outage or Force Majeure that curtails
generation or deliveries for any duration, the Seller shall promptly notifu ldaho Power's
Designated Dispatch Facility and may subsequently claim a Seller Declared Suspension of
Energy Deliveries if Seller believes the outage meets the requirements of a Forced Outage
or Force Majeure that lasted at least 48 continuous hours, as set forth in paragraph 12.3.2.
Start of Curtailment - In the event of a Forced Outage or Force Majeure that curtails
generation or deliveries for any duration, the Seller will notifr the Designated Dispatch
Facility of the Forced Outage by telephone. If the Forced Outage or Force Majeure has
lasted or is expected to last at least 48 continuous hours and the Seller wants to claim a
Seller Declared Suspension of Energy Deliveries, Seller will notifu Idaho Power Energy
Contracts by electronic mail at the address supplied by Idaho Power on or before the next
business day following the 48 hours of continuous curtailment, identifing (a) the start time
and date of the partial or total reduction of the Facility's capacity to produce and/or deliver
Net Energy to the Point of Delivery, @) the amount ofthe hourly electric capacity reduction
(in kW), (c) the cause (or if not known, Seller's best estimate thereof, and (d) Seller's best
estimate of the time and date that the partial or total reduction will end.
Conclusion of the Curtailment - After the conclusion of the outage of any duration, Seller
will notifu the Designated Dispatch Facility by telephone. If the Seller has claimed or will
be claiming a Seller Declared Suspension of Deliveries, Seller will notifu Idaho Power
Energy Contracts group by electronic mail that the curtailment has concluded and report
the day and time that the curtailment ended. To qualifu as a Seller Declared Suspension of
Deliveries, the curtailment must be at least 48 continuous hours in duration and must meet
the criteria for a Forced Outage in paragraph l.l7 or an event of Force Majeure in
paragraph 14.1. The beginning hour of the Seller Declared Suspension of Energy
Deliveries will be the next full hour after making initial telephone contact with ldaho Power
22
12.3.1
12.3.3
identiffing the start of curtailment. The ending hour of the Seller Declared Suspension of
Energy Deliveries will be at the earliest next full hour after making telephone contact with
Idaho Power identi$ing the conclusion of the curtailment. If the Seller desires to claim a
Seller Declared Suspension of Enerry Deliveries, the Seller will, within seven calendar
days but no later than 5 PM on the 7th calendar day after conclusion ofthe outage, provide
Idaho Power a written notice in accordance with Article XXV or to an email address
provided by Idaho Power that will contain: (i) the Seller's proposed beginning hour and
date and ending hour and date of the Seller Declared Suspension of Enerry Deliveries, (ii)
a description of the conditions that qualifl, the outage as a Forced Outage or event of Force
Majeure, (iii) the reduced level (kW) of energy deliveries the Facility notified Idaho Power
were the maximum energy deliveries to Idaho Power during the outage.
Notice. Documentation and Review of Seller Declared Suspension of Energy Deliveries -
If Idaho Power receives written notification of Seller's Declared Suspension of Energy
Deliveries within seven calendar days of the outage, Idaho Power will review the written
notification and related documentation provided by the Seller to determine Idaho Power's
acceptance of the described Forced Outage or event of Force Majeure as qualifuing for a
Seller Declared Suspension of Enerry Deliveries as specified in paragraph 12.3.2. ldaho
Power's acceptance of the Seller's Forced Outage or event of Force Majeure as an
acceptable Seller Declared Suspension of Energy Deliveries will be based upon the clear
documentation provided by the Seller. Seller will establish that outages of the Facility were
not the result of neglect, disrepair or a lack of preventative maintenance by providing Idaho
Power documentation of the Facility's maintenance records on a semi-annual basis or more
frequently upon Idaho Power's request. Idaho Power's acceptance of a Seller Declared
Suspension of Energy Deliveries will not be unreasonably withheld as long as the Seller
has provided reasonable documentation and explanation to Idaho Power that the Declared
Suspension of Energy Deliveries meets all the criteria described in paragraphs 12.3.1,
12.3.2 and 12.3.3.ldaho Power will provide written communication to the Seller of it's
23
acceptance of Seller's Declared Suspension of Energy Deliveries or an explanation of the
reason Idaho Power denies the Declared Suspension of Energy Deliveries. If ldaho Power
accepts the Seller Declared Suspension of Energy Deliveries claim from the Seller, then
Idaho Power will adjust the monthly Estimated Net Energy Amount in accordance with
Article 6.2.4 for the months that had a validated Seller Declared Suspension of Energy
Deliveries. If the accepted Seller Declared Suspension of Energy Deliveries extends
beyond the current month, Idaho Power will adjust the monthly Estimated Net Energy
Amount for the affected month(s). If the Seller's claim is received near the end of the month
or shortly after the start of the month, Idaho Power may need to wait to adjust the Estimated
Net Energy Amount until the next month if there is not sufficient time to make the
adjustment prior to the end of the Idaho Power current monthly billing cycle.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shallmutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide information with regard to Idaho Power planned maintenance information that
may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
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
24
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
l3.l Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Parly, 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 indemnifuing 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 indemniffing Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemniffing Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term ofthis Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix E.
ARTICLE XIV: FORCE MAJEURE
l4.l As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes 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
25
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
l5.l Limitation of Liabiliw. 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 Parly to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Parly 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
l6.l
affect the status of ldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
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.
26
ARTICLE XVII: WAIVER
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.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the appropriate
authority for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an o'event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifuing the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently 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
27
19.3
cured as expeditiously as possible following occurrence of the breach or if a specific
cure and/or inability to cure is identified by this Agreement for the specific Material
Breach then that cure shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix E. 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 ldaho Power with a completed Certification of Ongoing Operations and
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. In addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every fifth
Contract Year, Seller will update the documentation described in Paragraph 4.1 .l . If at
any time Seller fails to maintain compliance with the permits, licenses and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to ldaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
This Agreement is subjectto the jurisdiction of those governmentalagencies having control over
either Parry of this Agreement.
20.1
28
21.1
22.1
23.1
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 approvalof allterms 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 shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. 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 Idaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
24.1
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:
Name:
Address:
Telephone:
Fax:
E-mail:
J.R. Simplot Company
Attn: GeneralCounsel
P.O. Box 27
Boise, ID 83707
208-389-7327
208-389-7464
j ames. [e-mail]
Copy of document to:
Name:
Address:
Telephone:
Cell:
E-mail:
J.R. Simplot Company
Attn: Don Sturtevant
P.O. Box 27
Boise, ID 83707
208-389-7306
208-340-3436
don. sturtevant@s implot.com
To Idaho Power:
Original document to:
Copy of document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise,ldaho 83707
Emai I : enerrycontracts@ idahopower.com
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email : energycontracts@ idahopower.com
30
25.2
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
Authorized Agent(s)
Name Title
Don Sturtevant, 208-389 -7306,
[e-mail]
Procurement Director
Trisha Arave, 208-235-5505,
Trisha. [e-mail]
Plant Manager
The Seller may modifu the Authorized Agents requesting and completing an Authorized Agent
form provided by Idaho Power. This document will include the requested changes and require
signature(s) from an authorized party ofthe Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. S 4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
relating to equal opportunity for employment on government contracts. To the extent this
Agreement is covered by Executive Order 11246, the Equal Opportunity Clauses contained in 4l
CFR $60- I .4, 4l CFR $60-250.5, and 41 CFR $60-741 .5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance
with all payments and requirements of the interconnection process.
31
26.3
b) Acknowledged responsibility for all interconnection costs and any costs
associated with acquiring adequate firm transmission capacity to enable the
project to be classified as an Idaho Power DNR. If final interconnection or
transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understands that the Seller's obligations to pay Delay
and Termination Damages associated with the project's failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this
Agreement is not relieved by final interconnection or transmission costs,
processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates
the Facility is eligible for the published avoided costs requested by the Seller
and contained within this Agreement. Commission Order No. 34062
effective June I , 201 8, provides the current published avoided costs for Non-
Seasonal Hydro Facilities, Seasonal Hydro Facilities, Other Facilities, Solar
Facilities, and Wind Facilities. Commission Order No. 32697 provides for
full capacity payments for existing projects that have requested replacement
contracts after their existing contract expires.
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Other Facility Energy Prices
Insurance Requirements
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
32
21.1
28. I
ARTICLE XXVIII: COLINTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
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:
29.1
Idaho Power Company J.R. Simplot Company
By By
Tessia Park
Vice President, Power Supply
.\c' lrtorel,t "T
Poa *pnrn r C* bwe
Dated 4r D,ezJo\f Dated tuMct/
"ldaho Power""Seller"
JJ
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
ldaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
34
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter J Reason
Metered
Maximum
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Outnut
Station
Usage
* Breaker Opening Reason Codes
1 Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month and that the switching record is
accurate and complete as required by the Energy
Sales Agreement to which I am a Party.
Signature
35
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A.3 SELLER CONTACT TNFORMATION
Seller' s Contact Information
Project Management
Name:
Telephone Number:
Trisha Arave. Plant Mana$:r
208-23s-5605
24-Hour Project Operational Contact
Name:Central Control Operator
Telephone Number:208-234-54s0
Proj ect On-site Contact information
Name: Camren Bowen
Telephone Number: 208-234-5408
Cell Phone: [phone]
36
FACILITY AND POTNT OF DELIVERY
Project Name: Simplot - Pocatello
Project Number: 4187 5700
DESCRIPTION OF FACILITYB-l
B-3
The Seller's Facility is described as one General Electric synchronous generator with a three-phase
nameplate rating of 1 8.75 MVA at 13.2 kV three phase, 60 hertz, driven by a steam turbine.
Facility Nameplate Capacity: 15.9 MW
Var Capability (Both leading and lagging) Leading is 0.9 Lagging is 0.9
B-2 LOCATION OF FACILITY
Near: Within the Simplot Fertilizer plant at Pocatello. Idaho
Actual or nearest physical street address: 1150 Highway 30 West, Pocatello, ID 83204
GPS Coordinates: Latitude Decimal Degrees 112.5278 Longitude Decimal Degrees 42.9093
State: Idaho County: Power
Description of Interconnection Location: The Interconnection Point for the Simplot Pocatello
Project is the low-side bushings of the ldaho Power owned Don Substation metal clad vacuum
breaker connected to the Simplot three phase transformer bank. The project's location is in the
South Half of Section 7, Township 6 South, Range 34 East, Boise Meridian, of Power County,
ldaho.
SCHEDULED FIRST ENERGY AND OPERATION DATES
This Facility has been delivering energy to Idaho Power in accordance with an Energy Sales
Agreement dated January 4, 2016, and the current Energy Sales Agreement will expire at hour
ending 2400 on February 28,2019.It is expected that the First Energy Date and Operation Date for
this replacement Agreement shall be at the same time. Both the Schedule First Energy Date and the
Schedule Operation date will begin at 00:01 AM on March 1,2019 provided that the Commission
approves this replacement Agreement and the Seller completes all of the Article IV and Article V
requirements prior to March 1,2019.
37
APPENDIX B
B-4
B-5
B-6
MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 15.9 MW which is consistent with the value provided by the
Seller to Idaho Power in accordance with the GIA. This value is the maximum generation (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 of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the ldaho Power metering equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, the Losses
will be calculated. This loss calculation is set at zero percent(0%) of the kWh energy production
recorded on the Facility generation metering equipment. At such time as Seller provides Idaho
Power with the electrical equipment specifications (transformer loss specifications, conductor
sizes, etc.) of all of the electrical equipment between the Facility and the Idaho Power electrical
system, ldaho Power will revise the loss calculation. Both parties will agree on the revised Losses
and use this new calculation to determine the Losses for the remaining term of the Agreement. If
at any time during the term of this Agreement, Idaho Power determines that the loss calculation
needs to be revised due to a change in electrical equipment or some other factor, then ldaho Power
may adjust the calculation and retroactively adjust the previous month's kWh loss calculations.
38
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is l) executed and approved by the Commission prior to the
expiration of the existing agreement and2) a GIA has been executed by both parties and 3) the
Seller is in compliance with all requirements of that GIA, then the previous DNR status will be
extended for this Agreement.
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC") rules
require Idaho Power to prepare and submit the application to achieve DNR status for this Facility.
Because much of the information ldaho Power needs to prepare the DNR application is specific to
the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have 1) filed a Generation Interconnection application, 2) submitted all information
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided 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.
39
APPENDIX C
ENGINEER'S CERTIFICATION
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
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, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer,and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No.and hereinafter referred
to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
OF
and
40
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/trer hand and seal below.
By
(P.8. Stamp)
Date
4t
APPENDIX D
OTHER FACILITY ENERGY PRICES
(Prices based on the Maximum Capacity Amount of 15.9 MW)
Base Energy Heav.v 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 No.
34062 effective June I ,2018, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
D-l
D-2
Year
2019
2020
2021
2022
Year
41.42
43.55
44.24
45.28
Season 1-(73.50%)
Mills/kWh
Season2-(120.00%)
Mills/kWh
Season 3 - (100.00 %)
Mills/kWh
Base Energy Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34062 effective June 1, 2018, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season 1-(73.50%)
Mills/kWh
67.62
71.11
72.24
73.92
Season2-(120.00%)
Mills/kWh
s6.35
59.26
60.20
6l .60
Season3-(100.00%)
Mills/kWh
2019
2020
2021
2022
36.07
38.20
38.89
39.93
s8.88
62.37
63.50
65.19
49.07
51.98
52.92
s4.32
42
D-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
No. 34062 effective June l, 201 8, with full capacity payments per Commission Order No. 32697
and seasonalization factors applied:
Season 1-(73.50%)
Mills/kWh
Season2-(120.00%)
Mills/kWh
Season 3 - (100.00 %)
Mills/kWhYear
2019
2020
2021
2022
39.04
41.17
41.86
42.90
63.73
67.22
68.35
70.04
s3.l I
s6.02
56.96
58.36
43
APPE,NDIX E
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 notifo 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 five (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 ldaho 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.
44
INSURANCE REQUIREMENTS