20190718Application.pdf

July 18,2019
VIA HAND DELIVERY
Diane M. l=lanian, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Case No. IPC-E-19-23
Birch Creek Trout, lnc. - Birch Creek Hydro 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,
SEffi*11i:C ilVLD
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DoNovAN E.i UttALff E& ; l_ i C
Lead courggl i I i i: r: (lOr=f l,{lSSlON
dwal ker@i dahopower.com
DEW:csb
Enclosures
@
1221 W. ldaho St. (83702)
PO. Box 70
Boise, lD 83707
Re
ovan E. Walker
An IDACORP Company
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ id ahopower. com
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Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILIT]ES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
BIRCH CREEK TROUT, !NC., FOR THE
SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE B!RCH CREEK
HYDRO PROJECT.
CASE NO. rPC-E-19-23
APPLICAT!ON
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 Idaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA"
or "Agreement") between ldaho Power and Birch Creek Trout, lnc. ("Birch Creek" or
"Seller") under which Birch Creek would sell and ldaho Power would purchase electric
energy generated by the Birch Creek Hydro project ("Facility") located near the city of
Hagerman, ldaho.
APPLICATION - 1
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ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. Birch Creek currently has a PURPA Firm Energy Sales Agreement with
ldaho Power for this Facility that was executed on July 1, 1983. The expiration date of
the 1983 Firm Energy Sales Agreement is October 31 , 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. 34350. The Facility is an existing QF that is seeking
a replacement agreement and is currently receiving capacity payments underthe expiring
agreement. ln accordance with Commission orders, the replacement ESA contains
capacity payments for the entire term of the Agreement, with no sufficiency period. See
Order No. 32697 at21-22, Order No. 32737 at 5, and Order No. 32871 . Pursuant to the
Commission's direction in its Reconsideration Order No. 32737, the rates were calculated
by Commission Staff for a QF in the "non-seasonal hydro" category based on the
surrogate avoided resource ('SAR') avoided cost methodology.
3. The ESA, dated July 3, 2019, was signed by Birch Creek on July 1,2019,
and by ldaho Power on July 3, 2019. 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. 34350 dated May
31,2019.
APPLICATION - 2
!I. 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 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.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
standard power purchase agreements entered into between regulated utilities and QFs.
On January 2,2013, the Commission issued Errata to Order No. 32697, which corrected
published avoided cost rates to include energy payments not discounted by transmission
and line loss. Then the Commission issued Reconsideration Order Nos. 32737 and
32802 on February 5,2013, and May 5, 2013, respectively, which further clarified certain
terms and conditions of power purchase agreements. Most recently, in Order No. 33898,
the Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology. However, this ESA is a replacement contract and its rates
contain capacity payments for the entire contract term.
APPLICATION - 3
III. THE ENERGY SALES AGREEMENT
6. On July 3, 2019, ldaho Power and Birch Creek entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to this
PURPA agreement for a "non-seasonal hydro" project. A copy of the ESA is attached to
this Application as Attachment 1. Under the terms of this ESA, Birch Creek elected to
contract with ldaho Power for a 2O-year term using the non-levelized, non-seasonal hydro
published avoided cost rates as currently established by the Commission in Order No.
34350 dated May 31 ,2019, 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 the Firm Energy Sales Agreement dated July
1, 1983, that expires on October 31 , 2019. Birch Creek plans to continue operating and
maintaining a 65 kilowatt ('kW') (Maximum Capacity Amount, paragraph B-4, Appendix
B) energy facility located near the city of Hagerman, ldaho. The Facility is a QF under
the applicable provisions of PURPA.
8. The nameplate rating of this Facility is 65 kW. As defined in paragraphs
1 .23 and 4.1 .4 of the ESA, Birch Creek will be required to provide data on the Facility that
ldaho Power will use to confirm that under norma! and/or average conditions, the Facility
will not exceed 10 aMW on a monthly basis. Furthermore, as described in paragraphT.T
of the ESA, should the Facility exceed 10 aMW on a monthly basis, Idaho Power will
accept the energy (lnadvertent Energy) that does not exceed the Maximum Capacity
Amount, but will not purchase or pay for this lnadvertent Energy.
APPLICATION - 4
9. As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for this
Facility of November 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 lV 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 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 72 Generator lnterconnection Agreement, or "GlA," between Birch Creek and
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ("DNR") to serve ldaho Power's retail load on its system. In order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. Additionally, the notification of Net Energy Amount monthly adjustments
described in paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard
APPLICATION.5
Time on the 25th day of the month that is prior to the month to be revised. If the 25th day
of the month fa!!s on a weekend or holiday, then written notice must be received on the
last business day prior to the 25th.
12. Article XX! 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 Birch Creek for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
!f, 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 fullterm and expire on October 31,
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 Energy Contracts
ldaho Power Company ldaho Power Company
1221West ldaho Street (83702) 1221West ldaho Street (83702)
P.O. Box 70 P.O. Box 70
Boise, ldaho 83707 Boise, ldaho 83707
[e-mail] [e-mail]
dockets@id ahopower. com
APPLICATION - 6
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and Birch Creek; and, if accepted, (3) declaring
that all payments for purchases of energy under the ESA between ldaho Power and Birch
Creek be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 18th day of July 2019.
OVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 7
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 18th day of July 20191 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:
Birch Creek Trout, lnc.
Clifton E. Jensen
Birch Creek Trout, Inc.
P.O. Box 201
Hagerman, ldaho 83332
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
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APPLICATION - 8
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-19-23
IDAHO POWER COMPANY
ATTACHMENT 1
Article
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BIRCH CREEK TROUT,INC
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 Signatures
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4
5
6
7
8
9
10
ll
t2
l3
t4
l5
t6
t7
l8
19
20
2l
22
23
24
25
26
27
28
29
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility 10 average Monthly MW or Less)
Project Name: Birch Creek Hydro Project
Project Number: 3 I 2 I 5060
ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this ,J^**
2019, between BIRCH CREEK TROUT, INC. , individual (Seller), and IDAHO
COMPANY, an Idaho corporation (ldaho Power), hereinafter sometimes referred to collectively
as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifuing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifring 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
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
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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.
1.3 "Commission" - The ldaho Public Utilities Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
1.5 "Delay Cure Period" - One hundred twenty (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 zero (0), the result of this calculation will be zero (0).
1.9 "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 Idaho Power's network load.
I .10 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
L1 I "Effective Date" - The date stated in the opening paragraph of this Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
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1.12 "Environmental Attributes" -Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: (l) any 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
potential threat of altering the Earth's climate by trapping heat in the atmosphere;r 13; 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
pafi 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 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.
1 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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1 .13 "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.
1.14 "Facility" - That electric generation facility described in Appendix B of this Agreement
1.15 "Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
l. 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.
1.17 "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 ldaho Power or Facility: 1)
equipment failure which was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
1.18 "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.
1.19 "Generation Unit" - A complete hydro 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.
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1.20
1.21
1.22
r.23
1.24
1.25
r.26
r.27
1.28
1.29
"Heafv 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.
"Inadvertent Energy" - Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreement.
"Interconnection Facilities" - All equipment specified in the GIA.
"Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than l0 average
megawatts (MW) per month.
"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, Independence Day,
Labor Day, Thanksgiving and Christmas.
"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.
"Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
"Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capaciry Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
"Mid-Columbia Market Enerry Cost" -Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ("lCE") 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 offpeak hours in the month as follows:
5
The Mid-Columbia Market Energy Cost actual calculation being:
n
824 * (I {(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
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. tf 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 Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.31 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually 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.
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1.32 "Net Energy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include 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 have been completed and after the Seller requested Operation
Date.
1.34 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.35 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.36 "Renewable Energ.v Certificate" or "REC" - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.37 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. 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 and complete Article V compliance items.
1.38 "Schedule 72" - Idaho Power's Tariff No. 101, ScheduleT2 or its successor schedules as
approved by the Commission.
I .39 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
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1.40 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
l.4l "Termination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
2.1
2.2
3.1
3.2
ARTICLE II: NO RELIANCE ON IDAHO POWER
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.
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 Warrantv by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualiffing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 C.F.R. 5292.201 et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualifring Facility status during the term of this Agreement
and Seller's failure to maintain Qualiffing 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.
8
J.J
4.1
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualiffing conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC") for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifuing conduit hydropower facility
is a material part of the consideration for ldaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
willbe a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
First Energ.v Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Power Sales Agreement dated July 1, 1983, that
expires on October 31,2019 and some of the requirements of this Article are similar to the
requirements of the 1 983 agreement. Prior to the First Energy Date and as a condition of ldaho
Power's acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power
shall review the previously provided information and at ldaho Power's sole discretion may l)
accept the previously provided information as meeting the requirements of this Article or, 2)
require updates to the previously provided information or 3) require the Seller to provide new
information to complete the following requirements.
4.1.1 Licenses. Permits. Determinations. Approvals - 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 C.F.R. 5292.201 et seq. as a certified
Qualifuing Facility.
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4.1.2
4.1.3
4.1.4
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 Idaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
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 ldaho Power such data as Idaho 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 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 ten (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 verifu that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
10
4.1.5
4.1.6
4.1.7
4.1.8
4.1.9
(10) 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 ten ( 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 ten (10) average MW in any
month.
Nameplate Capaciry - 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 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 begin testing and deliver 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, hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
Designated Network Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho 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
11
5.1
achieve DNR status prior to Idaho Power accepting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results of this study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 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 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 and after completing allthe 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 AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation Date is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
12
5.2
5.3
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Power Sales Agreement dated July l, 1983, that expires
on October 31,2019 and some of the requirements of this Article are similar to the requirements
of the 1983 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 ldaho Power's sole discretion may 1) accept the
previously provided information as meeting the requirements of this Article or, 2) require updates
to the previously provided information or 3) require the Seller to provide new information to
complete the following requirements. 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) The Facility is online and delivering electricity 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 Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date. This
confirmation will not be unreasonably withheld by Idaho Power.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
13
5.4
5.5
5.6
6.t
6.2
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 fifteen (15) days after the end of each month or within 30
days of the date this Agreement is terminated by Idaho Power.
Termination Damages billing and payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due ldaho Power within thirty (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 parly may resort to a court of competent jurisdiction.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as provided
herein, 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 Idaho 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 ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provided initial and revised Estimated Net Energy Amounts
using an automated electronic input portal provided by Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to ldaho Power via email or alternate
methods as specified by Idaho Power.
t4
6.2.1 Monthly Estimated Net Enersy Amounts provided as of the Effective Date of this
Agreement:
Month kwh
Season I
Season 2
March
April
May
July
August
November
December
June
September
October
January
February
27,000
23,000
24,000
28,000
3 1,000
29,000
28,000
24,000
32,000
32,000
26,500
25,000
Season 3
6.2.2 Seller's Adiustment of Estimated Net Energy Amounts - Prior to the Operation Date, the Seller
may revise allof the previously provided monthly Estimated Net Energy Amounts by providing
written notice to ldaho Power in accordance with paragraph 25.1.
6.2.3 Seller's Adjustment of Estimated Net Energ.v Amounts After the Operation Date - After the
Operation Date, the Seller may revise any future monthly Estimated Net Energy Amounts by
providing written notice no later than 5 PM Mountain Standard time on the 25ft day of the month
that is prior to the month to be revised. If the 25rh day of the month falls on a weekend or holiday,
then written notice must be received on the last business day priorto the 25th day of the month.
For example, if the Seller would Iike to revise the Estimated Net Energy Amount for October,
they would need to submit a revised schedule no later than September 25th or the last business day
prior to September 25th.
15
6.2.4
a.) This written notice must be provided to ldaho 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 monthly Estimated Net Energy Amounts.
Idaho Power Adjustment of Monthly Estimated Net Energ.v Amounts - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power, the 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:
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
equal to the percentage of curtailment as specified by ld*o
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 willbe the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
RSH
TH
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 month
t6
Resulting formula being:
Adjusted
Estimated
Net Energy
Amount
((#xNEA),(#))
6.3
7.1
NEA
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 Enerry - 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
estimated Net Energy amounts in effect as of the Operation Date shallconstitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Energy - (1) Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) 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) allNet 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.
t7
7.2 Sumlus Enersy Priag - For all Surplus Energy, Idaho Power shall pay to the Seller the current
7.3
7.4
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Base Energy - The Net Energy produced by the Seller's Facility and delivered to the Idaho
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 ( I I 0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Ener&v Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix D.
7.5 Base Enersy Light 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.
7.6 All Hours Enersv Price - The price to be used in the calculation of the Surplus Energy Price and
7.1
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 ldaho 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
kWh in this example would be Inadvertent Energy.)
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten ( l0) 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.
l8
7.8
7.7.3 Delivering Inadvertent Energy to Idaho Power for two (2) consecutive months and/or
in any three (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 thirry (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. Seller agrees to use payment method as specified by
Idaho Power which could be ACH (Automated Clearing House), electronic, wire, paper checks or
any other method for making payments to Seller.
Continuing Jurisdiction of the Commission - This Agreement is a special contract and the rates
contained in this Agreement will be in accordance with ldaho Power Company v. Idaho Public
Utilities Commission and Afton Energ.v. Inc., 107 Idaho 781,693 P.2d 427 (1984), Idaho Power
Companlu v. Idaho Public Utilities Commission, 107 ldaho 1122,695 P.2d I 261 (1985), Afton
Energy. Inc. v. Idaho PowerCompany, 111 ldaho 925,729P.2d400 (1986), Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 5292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
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.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Faciliw - 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 ldaho Power Point of Delivery for the full term of the
Agreement in accordance with the GIA.
l9
7.9
8.1
9.t
ARTICLE X:
METERTNG. 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 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, arange
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 forthis 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 I 0. 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
a form acceptable to ldaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
20
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, lnadvertent 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.
11.2 Inspection - Either Parfy, 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
12 .1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energ,v -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If intemrption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 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
2l
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's 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 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.
12.2.4 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 electricity that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3-2 below, temporarily reduce deliveries of Net Energy (kW) to ldaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than forty-eight (48) hours ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension of Energy Deliveries willbegin at
22
12.4
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 in the wriffen 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 notifu the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty four (24) hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine Idaho Power's acceptance of the described Forced
Outage as qualiffing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance ofthe 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 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
23
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 publicly available 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
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: INDEMNIFICATION AND INSURANCE
l3.l Indemnification - Each Party shall agree to hold harmless and to indemnifu 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 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 indemnifuing Party shall,
on the other Parfy's request, defend any suit asserting a claim covered by this indemnity. The
indemnifring Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix E.
24
14.1
l s.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 Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Parly 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:
(t)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Parly written notice describing the
particulars of the occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
occurence shall be excused as a result ofsuch occurrence.
(2)
(3)
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability - Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Parfy to this Agreement.
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 Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
l6.l Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: 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.
18.1
18.2
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
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.
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 o'event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifiing 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 Parry 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 occurence of the breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or.cure period, 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 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 Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
27
20.1
2t.t
Registered Professional Engineer licensed in the State of Idaho. 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 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 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
28
22.1
23.1
24.1
25.1
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.
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:
Originaldocument to:
Clifton E. Jensen
Birch Creek Trout, Inc.
P.O. Box 201
Hagerman, Idaho 83332
208-837-6 I 79 or 208-539-6 I I 6
c I ift [e-mail]
29
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
[e-mail]
Cop-v of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
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
25.2 AuthorizedAgent(s)
Name Title
OwnerClifton Jensen
The Seller may modifu the Authorized Agents by 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.
XXVI: ADDITI AL TERMS AND
26.1 Equal Employment. During performance, pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws
and regulations. All Equal Employment Opportunity and affirmative action laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C . $4212, Executive
Order 11246, as amended, and any subsequent executive orders or other laws or regulations
30
26.2
26.3
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 C.F.R. $60-741.5 are incorporated herein by
reference.
Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power 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. 343 50 effective June 1 , 20 I 9, 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
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
3l
27.1
ARTICLE XXVII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shallbe construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
28.1
JZ
29.1
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 Birch Creek Trout, Inc.
By By
Tessia Park
Vice President, Power Supply
Clifton E. J
Owner
Dated 1-7-Dated
"ldaho Power""Seller"
JJ
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:
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 Reason
Metered
Maximum
kw
Net Generation
Breaker Closing Record
Date Time Meter
Facility
Output
Station
Usage
* Breaker Openins Reason Codes
I 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 f 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 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
Seller's Contact Information
Project Management
Name: Clifton Jenson
Home Phone: [phone]
Cell Phone: [phone]
24-Hour Project Operational Contact
Name: Clifton Jenson
Home Phone: [phone]
Cell Phone: [phone] l6
Proiecto@
Name: Clifton Jenson
Home Phone: [phone]
Cell Phone: [phone]
36
B-l
B-2
B-3
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Birch Creek Hydro Project
Project Number: 3 I 2 I 5060
DESCRIPTION OF FACILITY
Birch Creek Hydro plants consists of I General Electric high efficiency generator in the upper
plant with nameplate rating of 20 kw, 460 volts, 3 phase, 60 hertz and I U. S. Electrical high
efficiency generator in the lower plant with nameplate rating of 45 kW, 460 volts, 3 phase, 60
hertz. The generator in the upper plant was manufactured in 1983 and the generator in the lower
plant was manufactured in 1982. The upper plant has 30 feet of fall while the lower plant has 56
feet of fall. The project's water is supplied by natural springs and the buried steel penstock is 20
inch and 24 inch. The power houses are constructed ofconcrete, on level ground and are locked.
The intake and tailraces are also constructed ofconcrete and the general lay ofthe land is gently
sloping. All of the electrical power lines are underground.
TotalNameplate of Facility: 65 kW
LOCATION OF FACILITY
Near: 3 Miles North of Hagerman. Idaho
Actual or nearest physical street address: 17825 U.S. Highway 30
GPS Coordinates: Latitude Decimal Degrees 42.853425
LongitudeDecimalDegrees -114.898396
State: Idaho County: Gooding
Description of Interconnection Location: Approximately 650 feet west of U.S. Highway 30 on
private gravel driveway.
SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
This Facility is interconnected and already delivering energy to Idaho Power pursuant to a Power
Sales Agreement that expires on October 31 ,2019. The First Energy Date and the Operation Date
for this Agreement will be at hour beginning 00:01 on November 1,2019, provided that the
Commission approves the replacement Agreement and the Seller completes all of the Article IV
and Article V requirements prior to November 1,2019.
37
B-4
B-5
B-6
B-7
MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 65 kW which is consistent with the value provided by the Seller
to ldaho Power in accordance with the GIA. This value is the maximum generation (kw) that
potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at any
moment in time.
POTNT 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 ldaho Power metering equipment is capable of measuring the 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 energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at one
and ninety eight one hundredths percent (1.98%) of the kWh electricity production recorded on the
Facility generation metering equipment. 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 the electrical
equipment or some other factor, then Idaho Power may adjust the calculation and retroactively
adjust the previous month's kWh loss calculations.
DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an ldaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is I ) executed and approved by the Commission ,2) a GIA
38
has been executed by both parties and 3) the Seller is in compliance with all requirements of that
GIA.
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC")
rules require Idaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt of the required information from the Seller. Prior to ldaho 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 Idaho Power with confirmation of the Seller's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result ofany action or inaction by the Seller.
39
APPENDIX C
ENGINEER'S CE,RTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between ldaho Power as Buyer, and _as Seller, dated _.
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as ldaho 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 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.
9 That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
40
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
4t
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, 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.
42
hereinafter collectively referred to as "Engineer," hereby states and
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 ldaho 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 hisftrer hand and seal below.
By
(P.E. Stamp)
Date
43
ENGINEER'S CERTIFICATION
OF
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 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
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 Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
44
APPENDIX C
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a _ year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
45
D-l
APPENDIX D
NON-SEASONAL TIYDRO FACILITY ENERGY PRICES
(Prices based on the Maximum Capacity Amount of 65 kW)
Base Energ.v 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 No.
34350 effective June I ,2079, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season 1-(73.50%)
Mills/kWh
Season 2-(120.00%)
Mills&Wh
Season3-(100.00%)
Mills/kWhYear
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
41.84
43.70
44.22
45.55
47.59
50.05
52.46
s4.20
55.22
56.96
57.94
s9.28
60.40
62.56
64.23
65.88
67.47
69.27
70.67
72.16
73.75
68.3 r
71.35
72.19
74.37
77.70
8l .71
85.65
88.48
90.1 s
93.00
94.60
96.79
98.61
102.14
104.87
107.56
I 10.15
1 13.09
115.37
I 17.81
120.41
s6.93
59.46
60.1 6
61.98
64.75
68.09
71.38
73.74
7 5.13
77.50
78.83
80.66
82.17
85.1 1
87.39
89.63
91.79
94.24
96.1 5
98.1 8
100.34
46
D-2 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. 34350
effective June l, 2019, with full capacity payments per Commission Order No. 32697 and seasonalization
factors applied:
Year
Season I - (73.50%)
Mills/kWh
Season2-(120.00%)
Mills/kWh
Season3-(100.00%)
Mills/kWh
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
36.49
38.35
3 8.87
40.20
42.24
44.69
47.11
48.85
49.87
51.61
52.59
s3.93
55.05
57.21
58.88
60.53
62.12
63.92
65.32
66.81
68.40
59.58
62.62
63.46
65.64
68.97
72.97
76.92
79.75
81.41
84.26
85.87
88.0s
89.87
93.40
96.13
98.82
101.42
r 04.3s
106.64
109.08
111.67
49.6s
52.18
52.88
54.70
57.47
60.81
64.10
66.46
67.85
70.22
71.55
73.38
74.89
77.83
80.1 I
82.35
84.51
86.96
88.87
90.90
93.06
47
D-3 All Hours Enersy 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
34350 effective June 1, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season I - (73.50%)
Mills/kWh
Season2-(120.00%)
Mills/kWh
Season3-(100.00%)
Mills/kWhYear
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
39.46
41.32
41.84
43.17
45.21
47.66
50.08
5 r.82
52.84
54.58
55.56
56.90
58.02
60.1 8
61.85
63.50
65.09
66.88
68.29
69.78
71.37
64.43
67.46
68.31
70.49
73.81
77.82
81.77
84.60
86.26
89.r 1
90.7 |
92.90
94.72
98.2s
100.98
103.67
106.27
109.20
I I 1.49
113.92
n6.52
53.69
56.22
56.92
58.74
6l .51
64.85
68. l4
70.50
71.89
74.26
75.60
77.42
78.93
81 .87
84.1 5
86.39
88.55
9r.00
92.9t
94.94
97.10
48
APPENDIX 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 notifu 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 ten ( l0) days of the annual anniversary
of the Operation Date, the Seller shall provide a Certificate of Insurance in the name of ldaho
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 one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
49
TNSURANCE REQUIREMENTS