20191108Application.pdf

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RECEIVED
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an roacoPP company
DONOVAN E. WALKER
Lead Counsel
[e-mail]
November 8, 2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
11331 W. Chinden Boulevard
Building 8, Suite 201-A
Boise, ldaho 83714
Re Case No. IPC-E-19-35
Little Wood lrrigation District - Little Wood River Reservoir 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 yours,
U/
ovan E. Walker
DEW/KKT
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@idah opower. com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
LITTLE WOOD IRRIGATION DISTRICT,
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE LITTLE
WOOD RIVER RESERVOIR HYDRO
PROJECT.
CASE NO. rPC-E-19-35
APPLICATION
ldaho Power Company ("ldaho Power" or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
('PURPA), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA"
or "Agreement") between ldaho Power and Little Wood lrrigation District ("LW|D" or
"Seller") under which LWID would sell and ldaho Power would purchase electric energy
generated by the Little Wood River Reservoir Hydro project ("Facility") located near the
city of Carey, ldaho.
APPLICATION.l
RECEIVED
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ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. LWID currently has a PURPA Firm Energy Sales Agreement with ldaho
Power for this Facility that was executed on August 17, 1984. The expiration date of the
1 984 Firm Energy Sales Agreement is February 29, 2020.
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-1 1-03.
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. The replacement ESA contains capacity payments for the
entire term of the Agreement, with no sufficiency period, See Order No. 32697 al21-22,
Order No. 32737 al5, 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 October 15,2019, was signed by LWID on October 11,
2019, and by ldaho Power on October 15, 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.
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
APPLICATION - 2
status. The rate a QF receives for the sale of its power is generally referred to as the
avoided cost rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source, The Commission has authority under
PURPA Sections 201 and 21O and the implementing regulations of FERC, 18 C.F.R.
$ 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.
III. THE ENERGY SALE A REEMENT
6. On October 15, 2019, ldaho Power and LWID 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'' proiect. A copy of the ESA is attached to this
Application as Attachment 1 . Under the terms of this ESA, LWID elected to contract with
ldaho Power tor a Z0-year term using the non-levelized, non-seasonal hydro published
APPLICATION - 3
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
August 17, 1984, that expires on February 29,2020. LWID plans to continue operating
and maintaining an 2,850 kilowatt ("kW'') (Maximum Capacity Amount, paragraph B-4,
Appendix B) energy facility located near the city of Carey, ldaho The Facility is a QF
under the applicable provisions of PURPA.
8, The nameplate rating of this Facility is 2,850 kW. As defined in paragraphs
1.23 and 4.1.4 of the ESA, LWID will be required to provide data on the Facility that ldaho
Power will use to confirm that under normal and/or average conditions, the Facility will
not exceed 10 aMW on a monthly basis. Furthermore, as described in paragraph 7.7 of
the ESA, should the Facility exceed 10 aMW on a monthly basis, ldaho Power will accept
the energy (lnadvertent Energy) that does not exceed the Maximum Capacity Amount,
but will not purchase or pay for this lnadvertent Energy.
9. As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for this
Facility of March 1, 2020, 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.
APPLICATION - 4
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 LWID 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. ln order for
the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. Additionally, 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
Time on the 25th day of the month that is prior to the month to be revised, lf the 25th day
of the month falls on a weekend or holiday, then written notice must be received on the
last business day prior to the 25th.
12. Article XXI of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that all
payments ldaho Power makes to LWID 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 ratherthan by hearing. RP 201, erseq.
lf, however, the Commission determines that a technical hearing is required, the
APPLICATION - 5
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on February
29,2020, 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
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 LWID; and, if accepted, (3) declaring that all
payments for purchases of energy under the ESA between ldaho Power and LWID be
allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 8th day of November 2019.
NOVAN E WALKER
Attorney for ldaho Power Company
APPLICATION - 6
Donovan E. Walker
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower. com
dockets@idahopower. com
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
enerqvcontracts@idahopower. com
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 8th day of November 2019, I served a true and
correct copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
Little Wood lrrigation District
Brett Van Wagoner
P.O. Box 5083
Twin Falls, ldaho 83303
Kathi Peck
20478 N Main Street
Carey, ldaho 83320
o
Kim rly Towell xecutive Assistant
APPLICATION . 7
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email rbvanwaq@qmail. com
[e-mail]
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-19-35
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEMENI'
BETWEEN
IDAHO POWER COMPANY
AND
LITTLE WOOD IRRIGATION DISTRICT
TABLE OF CONI'ENTS
TITI,II
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
lndemnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Govemmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix Ii
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility l0 avcrage Monthly MW or Less)
Project Name: Little Wood River Reservoir Hydro Project
Project Number: 3 16151 10
THIS ENERGY SALES AGREEMENT C'AGREL,MENT")
2019. between Ll'l"fLL, WOOD IRRIGATION DIS
/-g. entered into on this / 5 day of
TRICT, individual (Seller), and
hereinafter sometimes referred toIDAHO POWER COMPANY, an Idaho corporation (ldaho Power),
collectively as "Parties" or individually as "Pany."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifuing Facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required to purchase, electric generation
produced by a PURPA Qualifring Facility.
THEREFORE, In consideration ofthe mutual covenants and agreements hercinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I .l "Adiusted Estimated Net Enersv Amount" -'l'he 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.
I .2 "Authorized AsQd" - A person or persons specified within paragraph 25.2 ofthis Agreement as
being authorized and empowered, for and on behalfofthe Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalfofthe Seller, and that Idaho Power Company and its directors, officers, employees, and
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agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer ofthe 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 behall
ofthe Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes-
"Commission" - The Idaho Public Utilities Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
"Delav Cure Period" - One hundred twenty ( 120) days immediately following the Scheduled
Operation Date.
"Delay Damaqes" - Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as ofthe Effective Date divided by the number ofdays in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
"Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by ldaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the curent
month's All Hours Energy Price as specified in Appendix E-3 of this Agreement. [fthis
calculation results in a value less than zero (0), the result ofthis calculation will be zero (0).
"Designated Network Resource (DNR)" - A resource that is designated for ldaho Power network
load and does not include any resource, or any portion thereol, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
"Desienated Dispatch Facility" - ldaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"gffeslle DAg" - The date stated in the opening paragraph ofthis Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was lully exccuted by both
Parties.
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1.5
1.6
1.1
1.8
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],t2 "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 ofpollutants. Environmental Attributes include but are not Iimited to: (1) any avoided
emission ofpollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions ofcarbon dioxide (COz),
methane (CHr), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sullur hexafluoride and
othcr greenhouse gases (GHCs) that have been determined by the United Nations
Intergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering the tarth's climate by trapping heat in the atmosphere;r (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right ofa REC purchaser to report the ownership ofaccumulated RECs in
compliance with federal or state law, ifapplicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing undcr Section 1605(b) ofThe Energy Policy Act of 1992 and any present or
luture 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 Environmenlal
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliabilily or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation olthe Facility and
other financial incentives in the form of credits, rcductions, or allowances associated with the
Facility that are applicablc to a state or lederal income taxation obligation, (iii) the cash grant in
lieu ofthe investmcnt tax credit pursuant to Section 1603 ofthe American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
I Avoided emissions may or may not have any valuc 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 CI tC regulatory program.
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1.17
"Estimated Net Energv 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.
"F4giliq" - That electric generation facility described in Appendix B ofthis Agreement
N late C " - The sum of the individual Generation Unit Nameplatelt
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Capacities that are installed at this Facility.
"First Energv 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 [lnergy
Date.
'EStggd !U!4€9" - A partial or total reduction ofa) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to acceptNet Energy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: l)
equipment failure which was gq! the result of negligence or lack ol 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 ofthe 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 thal causes the Facility to reduce energy
production.
"Fueled Rates" Fueled Rates shall apply to Qualilying Facility projects fueled with fossil luels
as described in Schedule 73, Rate Options.
"Generator Interconnection Aereement (GlA)" Thc 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.
"Generation Unit" - A complete electrical generation system within thc 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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l.2l "Heavy Load Hours (HL)" - The daily hours, applicable to energy deliveries, from hour ending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
l-22 "lnadvcnent Enerqy" - Electric energy Seller did not intend to generate. Inadvertent energy is
1.23
described in paragraph 7.7 of this Agreement.
"lnterconnection Facilities" All equipment specified in the GlA.
"lnitial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
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Ilours t_1." -'l'he daily hours from hour ending 2300 - 0600 Mountain 'l ime (8
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hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, 1'hanksgiving and Christmas.
"Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
ofthe transformation and transmission ofenergy 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 ofthis Agreement.
"Market Enerev Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
"Materiaf Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 "Maximum C aciw Amount"-'l'he maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement
1.30 "Mid-Columbia Eighty-two and four tenths percent (82.4%) oftheo
monthly arithmetic average of each day's Intercontinental Exchange ("lCE') daily firm
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. tach day's index prices will
reflect the relative proportions ofpeak hours and offpeak hours in the month as follows:
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The Mid-Columbia Market Energy Cost actual calculation being:
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824 * ( I {(lCE Mid-C Peak Avg* * LI[. hours for day) +x:l
(lCE Mid-C Off-Peak Avg, + Ll, hours for day)) l(nt24))
Ifthe ICE Mid-C Index prices are not reported for a particular day or days, prices derived lrom 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
muhiplied by the appropriate respective numbers of HI. and l,l, Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. Ifthe
day for which prices arc 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 pcriods or days. Ifthe day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, thc prices used lor HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
Ifthe ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacemcnt 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.
N late Ilner " - Facility Nameplate Capacity (kW) multiplicd by thc hours in the
applicable month.
I .32 "Nameplate Caoaciw" 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. 'l'his value is established for the term of this Agreement in
Appendix B, item B- I of this Agreement and validated in paragraph 4. L4 of this Agreement.
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whcre n : number of days in thc month
1.33 "NpfErcfgy" - All ofthe electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term ofthe Agreement. Net Energy does not
include Inadvertent EnergJ.
1 .34 "Non-Fueled Rates" Non-Fueled Rates shall apply to Qualifoing Facility Projects that do not
use fossil luels as their primary fuel as described in Schedule 73, Rate Options.
1.35 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements ofparagraph 5.2 have been completed and after the Seller requested Operation
Date.
1.36 "Point of Delivery" -'['he location specified in the CIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the ldaho Power electrical system.
1.37 "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.
1.38 "Renewable Energv Certificate" or "REC" - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation ofrenewable energy by the
Facility, and includes all Environmental Attributes arising as a result ofthe gencration of
electricity associated with thc REC. One REC represents the Environmental Attributes associated
with the generation ofone thousand (1,000) kwh ofNet Encrgy.
I .39 "Scheduled Operation Date" The date specified in Appendix B when Seller anticipates
achieving the Operation Date. -l'he Scheduled Operation Date provided by the Seller shall be a
reasonable estimate ofthe date that the Seller anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliance items.
1.40 "Schedulc 72" - ldaho Power's TariffNo. l0l
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approved by the Commission
, Schedule 72 or its successor schedulcs as
l.4l "Schedule 73" - Idaho Power's TariffNo. l0l. Schedule 73 or its successor schedules as
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approved by the Commission.
"Securitv Deoosit" - $45 per kW Nameplate Capacity ofthe entire Facility.
"Season" - The three periods identified in paragraph 6.2.1 ofthis Agreement.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
"Termination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
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AR.|ICLE II: NO RELIANCE ON IDAHO POWER
2.t seller Indeoendent Investi sation - 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 perlorming hereunder and has not relied upon
the advice, experience or exp€rtise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All prolessionals or experts including, but not limited to, engineers,
attomeys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplatcd by this Agreement have been solely those of Seller.
ARTICI,I, II I: WARRANTIES
l.l No Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho
Power and ldaho 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 leasibility.
Oualif.ving Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in I 8 C.F.R. $292.201 et seq. and Seller will take such steps as may be
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required to maintain the Facility's Qualifoing Facility status during the term of this Agreement
and Seller's failure to maintain Qualifuing Facility status will be a Material Breach of this
Agreement. Idaho Power rescrvcs lhe right to revicw the Facility's Qualilying facility status and
associated support and compliance documents at any time during the term ofthis Agrcement
3.3 FL.RC Licensc / Excmption / Determination - Seller warrants that Seller possesses a valid license,
exemption lrom licensing, or a determination ofa qualilying conduit hydropower facility
(pursuant to section 30 ofthe Fcderal Power Act) from the F'ederal Energy Regulatory
Commission ("FIlRC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination ofa qualifoing conduit hydropower facility
is a material part ofthe considcration for Idaho Powcr's execution of this Agreement. If
applicable, Seller willtake such steps as may be required to maintain a valid l"[,RC liccnse,
exemption, or a detcrmination ofa qualifying conduit hydropower facility for the Facility during
the tcrm of this Agreement, and Seller's failure to maintain a valid FIIRC license or exemption
will be a material breach of this Agreement
ARI ICLL IV: CONDITIONS TO ACCEP I ANCII OF ENERGY
4.1 First Energv Date - Prior to the Effective Date of this Agreement, this Facility has been delivcring
energy to Idaho Power in accordance with a Power Sales Agreement dated August 17, 1984, that
expires on February 29,2020, and some ofthe requirements ofthis Article are similar to the
requirements ofthe 1984 agreement. Prior to the First Energy Date and as a condition of ldaho
Power's acceptance ofdeliverics ofenergy from the Seller under this Agreement, Idaho Power
shall review the previously provided information and at ldaho Power's sole discretion may I )
accept the previously provided information as meeting the requirements of this Anicle 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. I Licen Leases Permi ination - Submit proof to ldaho Power that
all licenses, leases, permits, determinations and approvals necessary lor Seller's
9
4.1.2
4.1.3
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. 6292.201
et seq. as a certified Qualifoing Facility.
Opinion ofCounsel - Submit to ldaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, pcrmits, determinations and approvals as sst forth in paragraph 4.1 .l
above are legally and validly issued, are held in the name ofthe Seller and, based on a
reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
bc in a form acceptable to ldaho Power and will acknowledge that the attomey rendcring
the opinion understands that ldaho Power is relying on said opinion. Idaho Power's
acceptance ofthe form will not be unreasonably withheld. The opinion letter will be
govemed by and shall be interpreted in accordance with the legal opinion accord ofthe
American Bar Association Section ol Business Law ( l99l).
Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to ldaho Power has been receivcd.
4.1-4 Initial Capacity Determination - Submit to ldaho Power such data as Idaho Power ma
reasonably require to perform the Initial Capacity Determination, Such data will include
but not bc limited 10, Generation [Jnit Namcplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and,/or avcrage operating design
conditions and Station Use data. Upon receipt ofthis information, ldaho Powcrwill
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 thc Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating ofthe individual
Generation Units at this Facility does not exceed ten ( l0) MW, the Seller shall
submit detailed, manufacturer, verifiable data ofthe Nameplate Capacity ratings
l0
v
4.1.4.2
ofthe individual Generation Units to be installed atthis Facility. [daho Power
will verifo that the data provided establishes the combined Nameplate Capacity
rating ofthe Generation Units to be installed at this Facility does not exceed ten
(10) MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
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 ( l0) average MW in any
month.
4.1 .5 Nam late Ca Submit to Idaho Powcr manufacturer's and engineering
documentation that establishes the Nameplate Capacity ofeach 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 ofthis data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonaLrle based upon the manufacturer's specified generation ratings for the
specifi c Generation Units.
4.1.6 Complction Certificate - Submit a cenificale execulcd by an authorized agcnt ofthe Sellcr
4.t.7
4.1 .8
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 Tcst Energ,'
in a safe manner.
lnsurancc - Submit written proofto ldaho Power ofall insurance rcquired in Article XIIL
lnterconnection - 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 ldaho
Power electrical system.
t1
4.1.9 Desisnated Network Resourcc (DNR) - Confirm that the Sellcr's Facili ty has completed
all ofthe requirements to be an ldaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 ofthis Agreement, the Seller's Facility must
achieve DNR status prior to ldaho Power accepting any energy from this F'acility.
Appendix B item 7 provides information on the initial application process
required to enable ldaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results ofthis study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 At least thirty (30) days prior to the Scheduled First Encrgy Date and after the
Facility has completed all requirements ofthe GIA that enable the Facility to
come online, ldaho Power will complete the process for getting the Seller's
Facility approved as an ldaho Power DNR. Ifthe Seller estimates that the actual
First llnergy is expected to be different then the Scheduled First Energy Date
specified in Appendix B ofthis Agrecment, the Seller must notifo ldaho Power
ofthis 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 all the requirements of the GIA and complying with
the requirements of this Agreement.
4.1 .10 Written Acce ance - Request and obtain written confirmation liom Idaho Power that all
conditions to acceptance ofencrgy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following thc Seller's request and will
not be unreasonably withheld by ldaho Power.
5. I Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
t2
ARTICLE V: .fL,RM AND OPI,RATION DATE
5.t
5.2
AR'l lCLIr V: TERM AND OPL,RAI I N 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 ifthe Operation Date is granted for a date that is after
the Schcduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
Operation Date - Prior to the Effective Date ofthis Agreement, this Facility has been delivering
energy to ldaho Power in accordance with a Power Sales Agreement dated August 17, 1984, that
expires on February 29, 2020 and some of the requirements of this Article are similar to the
requirements of the 1984 agreement. Prior to the First Energy Date and as a condition of ldaho
Power's acceptance of deliveries ol enerry from the Seller under this Agreement, ldaho Power
shall rcview the previously provided information and at ldaho Power's sole discretion may 1)
accept the previously provided information as meeting the requirements ofthis 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 ofthe following:
a) The Facility is online and delivering electricity to ldaho Power at the Point of Delivery.
b) Seller has dcmonstrated to ldaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide enerry in a
consistent, reliable and safe manner.
c) Eneineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification ofOperations 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 certificatcs.
d) Seller has requested an Operation Date from ldaho Power in a written format.
e) Seller has received written confirmation from Idaho Power ofthe Operation Date.
13
5.4
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any dclay in making the required deposit
payments set lorth in the f'acility's GIA) that 41939! caused by ldaho Power or force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agrcement.
'Iermination - 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 Scller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediarely terminate this Agreement with no further notice requircd,
5.5 Dclav Damages Billins and Pavment ldaho Powcr shall calculate and submit to the Seller an
Delay Damages due ldaho Power within fifteen (15) days after the cnd ofeach month or within 30
days ofthe date this Agreement is terminated by Idaho Power.
5.6 l'crminationDamase s Billine and Payment - ldaho Porver shall calculatc and submit to the Scllcr
any Termination Damages due ldaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall respond within I 5 days. ln the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a cou( ol competent jurisdiction.
Seller Pavment - Seller shall pay ldaho Power any calculated Delay or Termination Damages within
l5 days from when Idaho Power presents these final adjusted billings to the Seller. Final adjusted
billing being the original billing adjusted to reflect any mutually agreed to changes from the original
billing. Seller's failure to pay thcse damages within the specified time will be a Material Breach
olthis Agreement and Idaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by ldaho
Power as specified in paragraph 5.8.1 . !-ailure to post this Security Deposit in the time specified
14
5.8
5.7
above will be a Material Breach of this Agreement and ldaho Power may terminate this Agreement.
5.8.1 Security Deposit Release - Idaho Power shall release any remaining Security Deposit
provided by Sellcr promptly after either the Facility has achieved its Operation Date or this
Agreement has becn terminated and only after all final adjusted Delay and Termination Damages
have been paid in full to ldaho Power.
I.ICLE VI: PI,IRCHA E AND SALE OF NI]T EN
6.1 Net Enersv Purchase and Delive Except when either Pany.-'s performancc is excused as provided
herein, Idaho Power will purchase and Seller will sell all ofthe Net Energy to ldaho Power a1 thc
Point of Delivcry. All Inadvcrtent Energy produced by the Facility will also bc dclivered by the
Seller to ldaho Power at the Point of Delivery
6.2 Estimated Net Enercv Amounts - Neither the monthly Estimated Nct Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Ad.justed Estimated Net Energy Amounts
provided during thc term of this Agreement shall cxceed 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 provide initial and revised Estimated Net Energy Amounts using
an automated elcctronic input portal provided by Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to ldaho Powcr via email or alternate
methods as specified by ldaho Power.
Month kwh
March
April
May
250,000
s50,800
t,201,560
Season I
l5
6.2.1 Monthly Estimated Net Enerev Amounts provided as of the Effective Date of this
Agreement:
July
August
November
December
J une
September
Octoher
January
February
1.000,680
498,480
1,296,000
100,800
36,960
0
t29,600
0
0
Season 3
6.2.2 Seller's Adiustment otl Estimated Net Enerqy Amoulll- Prior to the Operation Date, the Seller
may revise all ofthe previously provided monthly Estimated Net Energy Amounts. This revision
must be submitted using the electronic portal provided by ldaho Power if available. If portal is
not available, then written notice must be provided to ldaho Power by electronic notice (electronic
mail) as agreed to by both partics.
6.2.3 Seller's Adiustment of Estimated Net Enersy Amounts Aftcr the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Enerry
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25n day ofthe month that is prior to the month to be revised. If the 25rh day ofthe month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
last business day prior to the 25'h day of the month. For example, if the Seller would like
to revise the Estimated Net Energy Amount for October, they would need to submit a
revised schedule no later than September 25rh or the last business day prior to September
25,h.
a.) This revision must be submitted using the electronic portal provided by ldaho
Power ifavailable. Ifportal is not available, then written notice must be provided
to Idaho Power by electronic notice (electronic mail) 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
t6
Season 2
I
I
provided monthly Estimated Net Energy Amounts.
6.2.4 ldaho Power Adiustment of Moflthly tstimated Net Enersy Amounts - If ldaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2. I 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 Energr
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 lor the actual month in which the event occurred:
NEA Current Month's Estimated Net Flnergy Amount (Paragraph 6.2)
SGU a.) lfldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2. I this value will be
equal to the percentage of curtailment as spccified by lddo
Power multiplied by the l'GtJ as defined below.
b.) lfthe Sellcr declares a Suspension ofEnergy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impactcd by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all olthe individua[ generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
RSH
'l H
Actual hours the Facility's Nct Energy deliverics were either
reduced or suspendcd under paragraph l2.2.lor 12.3.1
Actual total hours in the current month
Resulting formula bcing:
Adjusted
Estimatcd
Net Energy
Amount
NEA (r t* x NEA
TCXJ ), (+l))
'Ihis Adjusted Estimated Net Energv Amount will be used in applicable Surplus Energy
t7
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension ofEnergy Dcliveries.
6.3 Failure to Deliver Minimum Aoounts of Net Eneray - Unless excused by an event of Force
Majeure or ldaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energr in
any Contract Year in an amount equal to at least ten percent (10%) ofthe sum ofthe monthly
estimated Net Energy amounts in effect as ofthe Operation Date shall constitute an event of
default.
ARTICLIT VII: PURCHASL PRICE AND ML,'f l lOD OF PAYML,N.I'
7.t Sumlus Enerpy - ( I ) Net llnergy produced by the Seller's F'acility and delivered to the ldaho
Power electrical system during the month which exceeds one hundred ten percent ( I I 0%) of the
monthly Adjusted L,stimated Net Energy Amount for the corresponding month spccified in
paragraph 6.2. or (2) ifthe Net Energy produced by the Seller's facility and delivered to the
Idaho Power electrical system during the month is less than ninety pcrcenl (90%) ofthe monthly
Adjusted Estimated Net Energy Amount lor the conesponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the ldaho Power electrical system for that given
month, or (3) all Net Energr produced by the Sellcr's Facility and delivcred by the Facility to the
Idaho Power clectrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
7.2 Surplus Enerqy Price - For all Surplus tnergy. Idaho Power shall pay to thc Scller the currenl
month's Market llnergy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
7 .3 Base Etrelgy The Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system after the Facility has achieved an Op€ration Date which is glcater or
equal to ninety percent (90%) and less than or equal to one hundred ten percent ( I l0%) of the
18
7.4
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Energv Heavy Load Purchase Price - For all Base Energy received during Heavy Load flours,
ldaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix E.
"1.5 Base Energy Lieht Load Purchase Price For all Base Energy received during Light [.oad Hours,
ldaho Power lvill pay the monthly non-levelizcd Base Energy Light Load Purchase Price as
specified in Appendix E.
7 .6 All Hours Enerey Price - The price to be used in the oalculation of the Surplus [lnergy Price and
Delay Damage Price shall be thc monthly non-levclized All llours Energy in Appendix E
7.7 Inadvertent Energy
7 .7.1 Inadvertent Energy is electric energy produced by the F-acility, cxpressed 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 of7,440,000
kWh in this example would be Inadvertent Energy.)
7.7.2 Although Seller intends to design and operate the Facility to generatc no more than
ten ( l0) average MW monthly and therefore does not intend to generate and deliver
lnadvertent Energr, ldaho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for lnadvertent Energy.
7 .7.3 Delivering Inadvertent Energy to ldaho Power for two (2) consecutive months and/or
in any three (3) months during a Contract Year will be a Material Brcach ofthis
Agreement and ldaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
Payments - Undisputed Base Energr and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days ofthc date which Idaho Power receives
l9
7.8
and accepts the documentation ofthe monthly Basc 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.
7.9 Continuinq Jurisdiction of the Commission - This Agreement is a special contract and tha rates,
terms and conditions contained in this Agreement will be construed in accordance with ldaho
Power Company v. Idaho Public Utilities e ommission and Afton L,nergy, Inc., 107 ldaho 781, 693
P.2d 427 (1984), ldaho Power Company v. Idaho Public Utilities Commission. 107 Idaho 1122,
695 P.2d I 261 (1985), Afton Energv. [nc.v. Idaho Powcr Company, lll Idaho 925,729P.2d400
( 1986), Section 2 l0 of the Public Utility Regulatory Policies Act of 1978 and I 8 C.F.R. $292.303-
308
8.1 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 ofenergy from thc Seller's Facility are owned by the Seller.
20
ARTICLE VIII: EN,V.IRONMENI.AL ATTRIBUTES
ARI-ICLE IX: ITACILITY AND INTI]RCONNECTION
9.1 Dcsign of Facility - Sellerwilldesign, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow sale and reliable generation and delivery
ofNet Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full term ofthe
Agreement in accordance with the GIA.
MET METERIN(; COMM ATIO\S ANt)I'RY
10. I Metering ldaho 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 clectrical
energy production, Station Use, maximum energy deliveries (kW) and any other electricity
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this F'acility's electricity delivered to the ldaho Power electrical system. Spccific
equipment, installation dctails and requirements for this metering equipment will be established in
thc GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs ofthis equipment as specified in Schedule 72 and the GIA.
10.2 Meterinc Comnrunications Scller shall, at the Scller's sole initial and ongoing expense! arrange
foq provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specificd in paragraph 10. I to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and usc of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GlA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry - In addition to the requirements
of paragraph l0.l and 10.2. ldaho 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 linergy and [nadvertent Energy production in
2t
ARTI(]I,I; X:
a form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use ofthis
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 GlA.
AIITICI,E XI - RECORDS
I I .l Maintcnance of ltecords - Scllcr shall maintain monthl y rccords at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and bc recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
lor a period of not less than five (5) years.
1l .2 lns ection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
At{l'ICLE Xlt: OPITRATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Porler's Designated Dispatch Facility in accordance with the GIA
12 .2 AcceDtance ofEnergy -
t2.2.t 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 intemrpted due an event of Force Majeure or
Forced Outage.
b.) If intenuption of generation deliveries is allowed by Section 210 of the
22
1111
12.2.3
12.2.4
Public Utility Regulatory Policies Act of 1978 and I 8 C.F.R. 5292.304
c.) [f temporary disconnection and,/or interruption of energy deliveries is in
accordance wilh Schedule 72 or other provisions as specified within the
GIA.
d.) [f ldaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its syst€m, or as otherwise required by Prudent Electrical
Practices.
Ii in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho Power's
equipment, personnel or service to its customers, ldaho Power may temporarily disconnect
the Facility from ldaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as ldaho Power deems appropriate.
Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
lf Idaho Power is unable to accept the generation from this F acility 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 ldaho Power was unable to accept valued at the
applicable energy prices specified in this Agrecmenl. [daho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
23
12.3 Seller Declared Suspension of Enerqv Dcliveries
If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension ofEnergy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries olNet Enerry (kW) to ldaho Power from the
Facility to not cxceed 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 ofEnergy Deliveries will begin at
the start ofthe 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 written notification
provided by the Seller. ln the month(s) in which the Declared Suspension of Energy
occurred, the Estimated Net Energr Amount will be adjusted as specified in paragraph
6.2.3.
lf the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3. I , the Seller will notify the Designated Dispatch Facility by telcphone. The
beginning hour ofthe Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with ldaho Power. The Seller will. within
twenty four (24) hours after the telephone contact, provide ldaho Power a written noticc in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of tnergy Deliverics, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) ofenergy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to ldaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine ldaho Power's acceptance of the described Forced
Outage as qualifoing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3. I . 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
24
12.3.t
12.3.2
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility
12.4 Scheduled Maintenance - On or before January 3 l'r of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintcnance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability ofthe proposed schedulc
lf the Seller intends to perform planned maintenance at approximately the same time evcry year,
thc Seller may submit a maintenance schcdule for the first calendar year and include a statement
that this maintenance schedule shall be consistenl lor all future years, until such time as the Seller
notitiesldahoPowerofachangetothisschedule.'l'hePartiesdeterminationastotheacceptability
ofthe Seller's timetable lbr scheduled maintenance will take into considcration Prudent Electrical
Practices, ldaho Powcr system requirements and thc Seller's preferrcd schedule. Ncither Party shall
unreasonably withhold acceptance of the proposed maintenancc schedule
12.5 Idaho Power Maintenancc lnformation - Upon receiving a written request lrom the Sellcr, Idaho
Power shall provide publicly available information with regard to ldaho Porver planned
maintenance information that may impact the Facility.
'12.6 Contact P rtailment - Idaho Power will make a rcasonable attem pt to contact the Scllcr
prior to interrupting the interconnection or curtailing deliveries liom 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 ofelectrical energy deliveries to Idaho Power.
I-I,, XIII I N DEMN IFI AI'ION AND T,\i SU RANCF.,
l3.l Indemnification - Ilach Party shall agrce to hold harmless and to indcmnifu the othcr 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 indemnifoing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any ofsuch Party's works or facilities used in connection with this
25
13.2
t4.l
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifing Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifoing Party shall pay all documented costs, including reasonable attomey fees that may be
incurred by the other Party in enforcing this indemnity.
lnsurance - During the term ofthis Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix F.
AR l lCl.ll XIV: FORCE MAJEURI:
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
Cod, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply elg_Ig! events of Force
Majeure. Ifeither Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Pa(ies shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible alter the
occurrence ofthe Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2) 'lhe suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed belore such
occunence shall be excused as a result ofsuch occurence.
26
l5.l
| 5.2
t6. t
l7 .t
I8.I
r 8.2
AR l lCLIl XV: LIABILII'YI DEDICATION
Limitation ofl,iabiliw - Nothing in this Agreement shall be construed to create any duty to, any
standard ofcare with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the olher lor any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
Dedication - No undertaking by one Party to the other under any provision ofthis Agreement
shall constitute the dedication ofthat Party's system or any portion thereofto the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independenl individual or entity.
ARTICLL, XVI: SEVERAL OBI,IGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities ofthe Parties are intended to be several and notjoint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership orjoint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Ilach Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
This Agreement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
Venue for any litigation arising out ofor related to this Agreement will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
27
19. I
19.2
ARTICLE XIX: DISI,U.I.t,S AND DEFAULI,
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.
Notice of Default
19.2.1 Defaults - lf either Party lails to perlorm any of the terms or conditions of this
Agreement (an "event ofdefauk"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifoing the manner in which such default
occurred. lfthe defaulting Party shall fail to cure such delault within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Bteaqhcs ['he notice and curc provisions in paragraph 19.2. I do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence ofthe 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
ldaho Power with the following:
19.3.I Insurance - Evidence ofcompliancc with the provisions ofAppendix F. If Seller fails
to comply, such failure will be a Material Breach
19.3.2 Ensinccr's Ccrtifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will bc from a
28
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22.t
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 tcrms 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.
ARl.ICI.E XXII: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns ofthe Parties hereto. Neither this Agreement nor any rights or obligations ofeither Parry
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
29
Registered Professional Engineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 I-icenses / l,eases / Permits / Determinations - During the full term of this Agreement,
Seller shall maintain compliance with all leases, permits, Iicenses and determinations
described in paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho
Power with copies ofany new or additional permits, Iicenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4. I .l . lf at any time Seller fails to maintain compliance with the leases, 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 onlv be
cured by Seller submitting to ldaho Power evidence ofcompliance fiom the permitting
agency.
ARTICLE XX: GOVERNMENTAI- AUTHORIZATION
20.1 This Agreement is subject to thejurisdiction of those govemmental agencies having control over
either Party ofthis Agreement.
tJ. I
24.1
25.t
written consent ofboth Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assels, shall automatically, without furthcr act, and without necd ol consent or approval by the
Seller, succeed to all of ldaho Power's rights, obligations and interests under this Agreement. Any
purponed assignment in derogation ofthe foregoing shall be void. This articlc shall not prevent a
financing entity with recorded or secured rights lrom exercising all rights and remedies available
to it under law or contract. ldaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLL, XXIII: MODIFICA I ION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
XXIV: T
Each Party shall pay before delinquency all taxes and other governmental charges which, iflailed
to be paid when due, could result in a lien upon thc Facility or the lnterconnection Facilities.
AR,IICI-E XXV: NOTICES AND AUTHORIZED AGENTS
Notices - All written notices under this Agreement shall be directed as follows and shall bc
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller
Original document to
Kathi Peck
Little Wood River Irrigation District
20478 N Main Street
Carey, Idaho 83320
208-823-4014
kath i I w ri d(a)yahoo.com
30
Brett Van Wagoner
Little Wood Hydro
P.O. Box 5083
Twin Falls, Idaho 83303
208-',?36-7363
David Coleman
Colcman, Ritchie & Robertson
156 2nd Ave W.
Twin F.alls, ID 83301
208-134-1224
To ldaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
energycontracts@ idahopower.com
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, ldaho 83707
energycontracts@ idahopower.com
Either Party may changc the contact person and/or address information listed above, by providing
written notice lrom an authorized person rcpresenting the Party.
75.2 AuthorizedAgent(s)
Name
Brett Van Wagoner
Kathi Peck
Title
Agent
Agent
The Seller may modify the Authorized Agents by requesting and completing an Authorized
Agent form provided by ldaho Power. This document will include the requested changes and
require signature(s) from an authorized party ofthe Seller.
31
Copy ofdocument to:
26.t
26.2
ARTICI,II XXVI: ADDITIONAI, TERMS AND CONDITIONS
Equal Emoloyment, Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and aflirmative action laws and regulations are hereby incorporated by this reference, including
provisions of38 U.S.C. $4212, Executive Order 11246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employment on
government contracts. To the extent this Agreement is covered by Executive Order I 1246, the
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4,4l 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 compliancc 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. Iffinal interconn€ction 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 ldaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order No. 34150 effective June I , 2019, 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 lor full capacity payments for existing projects that have requested
replacement contracts after their existing contract expires.
32
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Non-Seasonal Hydro Facility Energy Priccs
Insurance Requirements
ART.ICLE XXVII: SIIVERABILITY
27.t The invalidity or unenforceability ofany term or provision of this Agreement shall not affect the
validity or enforceability ofany other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenlorceable term or provision werc omitted.
ARTICLL XXVIII: COUN I L,RPARTS
28. t This Agreement may be executed in two or more counterparts, each of which shall be dccmed an
original but allof which together shall constitute one and the same instrument.
11
ARTICLE XXIX: ENTIRII AGREEMENT
29.1 This Agreement constitutes the entire Agreement ofthe Parties conceming the subject matter
hereofand supersedes all prior or contemporaneous oral or written agreements between the
Parties conceming 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:
ldaho Power Company Little Wood Irrigation District
By By
Tessia Park
Vice President, Power Supply
Dusty Simpson
Chairman
Datcd
f"o
Dated
"ldaho Power""Seller"
34
,
/o /t //t
APPENDIX A
A _I MONTHI-Y POWER PRODUCI'ION AND SWITCHTNG REPORT
At the end ofeach month, the power production and switching report will be emailed to:
[e-mail]
If email is not available, then the report can be mailed to:
ldaho Power Company
Cogeneration and Small Power Production Reports
C/O F inancial Accounting
122 I W. Idaho
Boise. Idaho 83702
The meter readings rcquired on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total enerry 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 energJ 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 ofthe
automated meter reading information that will be gathered as described in item A-2 below:
35
Idaho Power Company
Cogcneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name
Address
City
Proj ect
Phone Number:
State zip
Facility
Output
Station
Usagc
kw
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opcning Rccord Brcakcr Closing Record
Date Time Meter
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month and that thc switching record is
rccuratc and complcte as required by the f,nergy
Sales Agreement to which I am a Party.
S ign atu re
Reason
36
Date
Metered
Maximum
Net (;eneration
Date Time Meter
* Breaker Onening Reason Codes
I Lack of Adcquatc Prime Mover
2 Forced Outagc of Facility
3 Disturbance of IPCo System
4 SchcduledMaintenancc
5 Testing of Protection Syst€ms
6 Cause Unknown
7 Other (Explain)
I
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided metering equipment that measures the Net
Energ;r and enerry delivered to supply Station Use for the Facility recorded at l2:00 AM (Midnight) of
the last day ofthe month.
The meter information collected will include but not be limited to enerry production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement-
A-3 SELLER CONTACT TNFORMATION
Seller's Contact Inlormation
Proiect Manaaement
Name: Bretl Van Wagoner
Home Phone: [phone]
Cell Phone: [phone]
onal Contact
Name: Brett Van Wagoner
I lome Phone: [phone]
Cell Phone: [phone]
Proiect On-site Contact information
Name: Bob Simpson
Home Phone: [phone] l9
Cell Phone: [phone] l9
37
B-l
B-2
B-l
APPENDIX ts
FACILITY AND POINT OF DELIVERY
Projcct Name: Little Wood River Reservoir Hydro Project
Project Number: 3l6l5l l0
DESCRIPTION OF FACILITY
The Little Wood Hydroelectric project is located at the base of thc Little Wood River Reservoir
ncar Carey, Idaho. The hydro plant utilizes the reservoirs outlet tunnel and a 40 loot section of
penstock to deliver water to a Hydro West 2850 kilowatt vertical Frances turbine that is couplcd
to an Ideal synchronous generator. Thc plant operates on inigation flows lrom the reservoir
during the summer months and occasional flood control flows during the winter and early spring
Facility Nameplate Capacity: 2.850 kW
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-l'ueled Rate (Generator primarily fueled with fossil or non-lossil fuel): Non-Fueled
Any modifications to the Facility, including but not limited 10 the generator or turbine, that ( I )
increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualifying Facility
Category, or (3) changes the Primary L,nergy Source or (4) changes to the gencrator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review ofthe Agreement terms,
conditions and pricing and Idaho Power, at its sole determination, may adjust the pricing or
terminatc the Agreement. Ifthe Agreement is terminated because ofsaid modifications, the Seller
will be responsible for any Termination Damages.
LOCATION OF FACILITY
Near: Carey, Idaho
Actual or nearest physical street address: 951 Little Wood Reservoir Road, Carey, lD 83320
GPS Coordinates: Latitude Decimal Degrees 43.425202
LongitudeDecimalDegrees -114.025448
state: ldaho County: Blaine
Description of Interconnection Location: Adjacent to power plant.
SCHEDULED FIRST ENERGY DATF, AND OPERATION DAI'I:
This Facility is interconnected and already delivering energy to ldaho Power pursuant to a Powcr
Sales Agreement that expires on F ebruary 29,2020. The First Energy Date and the Operation Date
for this Agreement will be at hour beginning 00:01 on March l, 2020, provided that the
38
B-4
u-5
B-6
Commission approves the replacement Agreement and the Seller completes all of the Article IV
and Article V requirements prior to March l, 2020.
MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 2,850 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 F'acility to the ldaho Power electrical system at
any moment in time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point ofwhere the
Seller's Facility enerry 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 ofthis Agreement.
LOSSES
Ifthe Idaho 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. Ifthe Idaho Power metering equipmenl 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
1.127% ofthe kwh electricity production recorded on the Facility generation metering equipment.
Ifat any time during the term ofthis Agreement, ldaho Power determines that the loss calculation
needs to be revised due to a change in the electrical equipment or some other factor, then ldaho
Power may adjust the calculation and retroactively adjust the previous month's kWh loss
calculations.
39
Ir-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an ldaho Power DNR pursuant to an existing energy sales agreement. If this
Agreement is l) executed and approved by the Commission, and 2) a GIA has been executed by
both panies and 3) the Seller is in compliance with all requirements of that GIA.
Idaho Power cannot accept or pay for generation from this Facility ifthe Facility has not achieved
the status of being an ldaho Power DNR. Federal Energy Regulatory Commission C'FL,RC")
rules require Idaho Power to preparc and submit the application to achieve DNR status for this
Facility. Because much ofthe inflormation ldaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in atimely manner
is contingent upon timely rcceipt ofthe required information from thc Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status lor this Facility,
the Seller shall have l) filed a Generation Interconnection application, 2) submitted all information
required by ldaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided ldaho Power with confirmalion of the Sellcr's intent to complete this
Agreemcnt in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can signilicantly impact ldaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
40
APPENDIX C
ENGINEER'S CERTIFICATION
of
OPERATIONS & MAINTI:NAI..'C F. POLICY
The undersigned on behalf of himsell/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
l. That Engineer is a [,icensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between ldaho Power as Buyer, and as Scllcr, dated
3. That the cogeneration or small power production project which is the subject ofthe Agreement and
this Statement is identified as ldaho Power Company F'acility No.and is hereinalter
referred to as the "Project."
4.ThattheProject,whichiscommonlyknownasthe-Project,islocatedin
Scction _ Township _ Range _, Boise Meridian,County, Idaho.
5. 'l hat tngineer recognizes that the Agreement provides for the Project to fumish electrical energy
to Idaho Power for a year period
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants ofthe same type as this Project.
7. That Engineer has no economic relationship to thc f)esign Engineer ofthis Project.
8, -l'hat Engineer has reviewed and/or supervised the review ofthe Policy for Operation and
Maintenance ('O&M') for this Project and it is his prolessional 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'[erm of
years
That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 ofthe Agreement, is
41
I
relying on Engineer's representations and opinions contained in this Statement.
10. 1'hat Engineer certifies that the above statements are complete, true and accurate to the best of
hiVher knowledge and therefore sets his/her hand and seal below.
By
(l'.E. Stamp)
Datc
42
APPTJNDIX C
ENOINEER'S CERTIFICNTION
of
The undersisncd on behalf of himself/herself
and hereinafter collectively referred to as "[ingineer," hereby statcs and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Energr Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer,and as Seller, dated
3. 'l'hat the cogeneration or small power production project which is the subject ofthe Agreement and
this Statement is identified as ldaho Power Company F'acility No.and hereinaflcr rclbrred
to as the "Projsct".
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 providcs for thc Projcct to furnish elcctrical energy
to ldaho Power for a year pcriod.
6. That L,ngineer has subslantial experience in the design, construction and operation ofelectric power
plants of the same type as this Project.
7. 'Ihat Engineer has no economic relationship to the Design Engineer ofthis Project.
ta ,t
ONGOINC OPERAI'IONS AND MAINTENANCE
8. That lingineer has madc a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspcction. 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 ofthe Agreement.
9. That Engineer recognizes that ldaho Powcr, in accordance with paragraph 5.2 ofthe Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. ['hat Iinginecr certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therelore sets his/her hand and scal below.
tsy
(P.8. Stamp)
Datc
44
APPF,NDIX C
ENGINEER'S CERTIF I('ATION
oI
DL,SIGN & CONS'I'RUCTION ADI]QUACY
Thc undersigned on behalf of himself/herself and
hcreinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
L That Engineer is a l,icensed Professional Engineer in good standing in the State ofldaho.
2. 1'hat Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agrecment", between ldaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreerncnt and this Statement, is identified as Idaho Power Company tacility No and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _'l'ownship _ Range tsoise Vcridian.County, Idaho.
5 That llngineer recognizes that the Agreemcnt provides for thc Project to fumish electrical
energy to ldaho Power for a year period
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants ofthe same type as this Project.
7 - That Engineer has no economic relationship to the Design Engineer ofthis Project and has
made the analysis ofthe 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
lumished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
45
applicable codes and consistent with Prudent Elechical Practices as that term is described in the Agreement.
10. That the design and construction ofthe Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable ofperforming in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a year period.
ll. '['hat Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 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
ofhis/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
46
APPENDIX t)
FORMS oI; I,IQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Sccurity, Guarantee or [,etter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to ldaho Power
to satisry the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose ofthis Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness ofthe entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment ofldaho Power, provided that any guarantee and/or
Lefter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
Cash - Seller shall deposit cash in the amount ofthe required Security Deposit with ldaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting ofthe individual security requirements must be maintained by
47
the Sellcr and Seller shall be obligated to maintain the appropriate amounts to satisly each
security requirement wilhin the individually identified accounts. The Seller shall be
responsible for all costs
3. Guarantee or Letter ofCredit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an inevocable Letter of Credit in a
form acceptable to Idaho Power, in favor ofldaho Power. The Letter of Creditwill be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letler of
Credit may be provided lor all security requirements, howevcr detailed accounting ofthe
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisfy each security requirement within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or t,ette(s) ofCredit.
48
APPENDIX I:
NON-SEASONAL IIYDRO FACILI I'Y ENER(;Y PRICES
(Priccs based on the Maximum Capacity Amount of 2,850 kW, Non-Fueled Rates)
E-l Base E ase Pric - For all Base tnergy received during Heavy Load I Iours,
Idaho Power will pay the non-levelized cnergy price in accordance with Commission Order No.
34350 effective June I , 20I 9, with full capacity payments per Commission Order No. 32697 and
seasonal ization factors applied:
Season I -(73.50 %) Season 2 - (120.00 %) Season 3 -(100.00%)
Year Mills/kWh Mills/kwh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2021
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
43.'tO
44.22
45.55
47.59
50.05
52.46
54.20
55.22
56.96
57.94
59.28
60.40
62.56
64.23
65.88
67.47
69.27
70.67
72.16
73.75
75.91
7t.35
72.19
7 4.37
77 .70
81.71
85.65
88.48
90.1 5
93.00
94.60
96.79
98.61
t02.14
r 04.87
107.56
I 10. l5
I 13.09
I 15.37
I 17.81
t20.41
123.94
59.46
60.16
61.98
64.75
68.09
71.38
73.7 4
75.13
77 .50
78.83
80.66
82.11
85.1 I
87 .39
89.63
91.79
94.24
96.15
98.1 8
r 00.34
r 03.28
49
E-2 Base Energy Light Load Purchase Price - For all Base Energy received during l,ight 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%)
Millykwh
Season 3 - ( 100.00 %)
Mills/kWh
2020
20zl
2022
2023
2024
2025
2026
202'1
2028
2029
2030
z03t
2032
2033
2034
203s
2036
2037
2038
2039
2040
38.3 s
38.87
40.20
44.69
47.11
48.85
49.87
51 .61
52.59
53.93
55.05
51.21
s8.8E
60.53
62.12
63.92
65.32
66.8 t
68.40
70.56
62.62
63.46
65.64
68.97
72.97
76.92
79.75
81.41
84.26
85.87
88.05
89.87
93.40
96.13
98.82
t01.42
104.35
106.64
109.08
ttt.67
r r 5.20
52.1 8
52.88
54.70
60.81
64. l0
66.46
67.85
70.22
7t.55
73.38
74.89
77.83
80.1 I
82.3s
84.51
86.96
88.87
90.90
93.06
96.00
50
E-3 All Hours Enersv Price 'l'he price to be used in the calculation ofthe Surplus Energy Price and
Delay Damage Price shall be 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 %)
Millykwh
Season 2 - (120.00 %)
Mills/kWh
Scason 3 - (100.00 %)
Mills/kWh
2020
202]l
2022
2023
2024
2025
2026
2027
2028
2029
2030
203 l
2032
2033
2034
2035
2036
2031
2038
2039
2040
41.32
4l .84
43.17
45.21
41.66
5 0.08
5l .82
52.84
54.58
55.56
56.90
58.02
60.18
6l.8s
63.50
65.09
66.88
68.29
69.'18
7t.37
73.53
67 .46
68.31
'70.49
73.81
77.82
81.77
84.60
86.26
89.1 I
90.71
92.90
94.72
98.25
100.98
103.67
106.27
109.20
il 1.49
I13.92
116.52
r 20.05
s6.22
56.92
58.7 4
6i.5 I
64.85
68. l4
70.50
71.89
74.26
75.60
71 .42
78.93
8l .87
84.15
86.39
88.5 5
91 .00
9?.91
94.94
97.10
100.04
5l
APPENDIX tI
The Seller shall secure and continuously carry insurance as specified within this Appendix lor the term of
the Agreement.
lnsurance Requirements:
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. lfthe insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify ldaho 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 ldaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten (10) days ofthe annual anniversary
ofthe Operation Date, the Seller shall provide a Certificate of Insurance in the name of ldaho
Power Company and list ldaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to 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.
52
INSURANCts RIIQUIREMENTS