20191209Application.pdf

F.ECEIVED
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' -,ltl .,all
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
SOUTH FORKS JOINT VENTURE, FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE LOW LINE CANAL
HYDRO PROJECT.
CASE NO. IPC-E-19-36
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 South Forks Joint Venture ("South Forks" or
"Seller") under which South Forks would sell and ldaho Power would purchase electric
energy generated by the Low Line Canal hydro project ("Facility") located near the city of
Gooding, ldaho.
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APPLICATION - 1
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho Sheet (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@idahooower. com
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The Seller currently has a PURPA energy sales agreement with ldaho
Power for this Facility that was executed on June 8, 1984. The expiration date of the 1984
energy sales agreement is April 30, 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-11-03.
The ESA contains published rates for projects of 10 average megawatts ("aMW') or less
pursuant to Commission Order No. 34350. The Facility is an existing QF that is seeking
a replacement agreement. 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 at 5, and Order No. 32871. Pursuant to the Commission's direction in
its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for
a QF in the "Seasonal Hydro" category based on the surrogate avoided resource (SAR')
avoided cost methodology.
3. The ESA, dated November 22,2019, was signed by the Seller on November
18, 2019, and by ldaho Power on November 22,2019. The ESA was executed in
compliance with the Commission's orders directing the implementation of PURPA for the
state of ldaho and contains avoided cost rates pursuant to the Commission's Order No.
34350 dated May 31 , 2019.
APPLICATION .2
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
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 eleckic
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, '18 C.F.R.
$ 292, to set avoided costs, to order electric utilities to enter into fixedterm 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 paramelers for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
energy sales agreements entered into between regulated utilities and QFs. On January
2, 2013, the Commission issued Errata to Order No. 32697, which corrected published
avoided cost rates to include energy payments not discounted by transmission and line
loss. Then the Commission issued Reconsideration Order Nos. 32737 and 32802 on
February 5, 2013, and May 5,2013, respectively, which further clarified certain terms and
conditions of power purchase agreements. Most recently, in Order No. 33898, the
Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology. However, this ESA is a replacement contract and its rates
contain capacity payments for the entire contract term.
APPLICATION - 3
III. THE ENERGY SALES AGREEMENT
6. On November 22,2019, ldaho Power and the Seller entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to this
PURPA agreement for a "Seasonal Hydro" project. A copy of the ESA is attached to this
Application as Attachment 1. Under the terms of this ESA, the Seller elected to contract
with ldaho Power for a z}-yeat term using the non-levelized, seasonal hydro published
avoided cost rates as currently established by the Commission in Order No. 34350 dated
May 31 , 2019, for replacement contracts and for energy deliveries of less than 1 0 aMW.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to ldaho Power in accordance with an energy sales agreement dated June 8,
1984, that expires on April 30, 202O. Ihe Seller plans to continue operating and
maintaining an 8,200 kilowatt ("kW") (Maximum Capacity Amount, paragraph 84,
Appendix B) energy facility located near the city of Gooding, ldaho. The Facility is a QF
under the applicable provisions of PURPA.
8. The nameplate rating of this Facility is 8,200 kW. As defined in paragraphs
1 .23 and 4.1 .4 of the ESA, the Seller 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 '1 0 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.
APPLICATION .4
9. As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifles a Scheduled First Energy Date and Scheduled Operation Date for this
Facility of May 1,2020. See Appendix B. As specified in Articles lV and V of this ESA,
the parties recognize that information provided underthe previous agreement may still be
applicable to this replacement ESA. As specified in the ESA, ldaho Power shall review
the previously provided information and will accept the information as previously
submitted, request updates to that information, and/or require new information to satisfy
compliance with the various requirements for the Seller to be granted a First Energy Date
and Operation Date for this replacement ESA. ln addition, ldaho Power will monitor the
ongoing requirements through the full term of this ESA.
"10. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between the Seller and
ldaho Power is in process but notyet 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
APPLICATION . 5
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 the Seller 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
ModifiedProcedure; i.e.,bywrittensubmissionsratherthanbyhearing. RP201,etseq.
lf, however, the Commission determines that a technical hearing is required, the
Company slands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on April 30,
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:
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
enerqycontracts idahooower.com
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
APPLICATION - 6
Donovan E. Walker
ldaho Power Company
'1221 West ldaho Skeet (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@idahopower. com
dockets@idahopower. com
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
that all payments for purchases of energy under the ESA between ldaho Power and the
Seller be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 9th day of December 20'19.
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 7
I HEREBY CERTIFY that on this 9th day of December 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:
Tom Wicher
South Forks Joint Venture
Low Line Canal Hydro Project
P.O Box 7867
Boise, ldaho 83707
208-388-2987
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
C Da istant
APPLICATION - 8
CERTIFICATE OF SERVICE
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-19-36
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEML,NT
BETWEEN
IDAHO POWER COMPANY
AND
SOUTH FORKS JOINT VENTURE
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Enerry
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
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F'
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Seasonal Hydro Facility Energy Prices
Non-Seasonal Ilydro Facility Energy Prices
lnsurance Requirements
ENERGY SALES AGREEMENT
(Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Low Line Canal Hydro Project
Project Number: 3 l7l 5 100
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. THIS ENERGY SALES AGREEMENT ('AGREEMENT"), entered into on this 2Z day of//
fu@!fu, zolJbeoeensoul'H FoRKS JotNT vENruRE (Seller), and tDAHo PowER
COMPANY, an Idaho corporation (ldaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSET[I:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifring Facility; and
WHEREAS, Seller wishes to sell, and ldaho Power is required lo purchase, electric generation
produced by a PURPA Qualifring Facility.
THEREFORE, in consideration ofthe mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
l.l ' ed;u*ea Estimatea U " - The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorized Aeent" - 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 ldaho Power Company and its directors, officers, employees, and
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agents are entitled to consider and deal with such persons as ag€nts olthe Seller for all purposes,
until such time as an authorized oIficer 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 behalf
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.
"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.
"Delay Cure Period" - One hundred twenty ( 120) days immediately following the Scheduled
Operation Date.
"Delay Damases" - Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2. I as of the Effective Date divided by the number of days in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
'Delay_Pelpd" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by ldaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix E and F ofthis Agreement. [fthis
calculation results in a value less than zero (0), the result ofthis calculation will be zero (0).
"nesignateO ltetwort " - A resource that is designated for ldaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
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Ll0 "Desisnatcd Disoatsh Facilitv" Idaho Power's Load Serving Operations, or any subsequent
group designated by ldaho Power.
"E!&ettye!ete" -'l'he date stated in the opening paragraph ofthis Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
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1.12 "E!y[q44!g!!4f4!!4fut9!" - Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation fiom the Facility, and its avoided
emission ofpollutants. Environmental Attributes include but are not limited to: (l) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions ofcarbon dioxide (COz),
methane (CHa), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
lntergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere;r (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 under Section 1605(b) ofThe Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or loreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capaciry, reliability or other power atlributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation ofthe Facility and
other financial incentives in the lorm ofcredits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu ofthe investment lax credit pursuant to Section 1603 ofthe American Recovery and
Reinvestment Act o12009, 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 value lor GHG compliance purposes. Although avoided
emissions are included in the list ofEnvironmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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l.l3 "Estimated Net Enerey 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 Agrcement in accordance wirh paragraph 6.2.
1 .14 "Facilitv" - That electric generation facility described in Appendix B of this Agreement
I .l 5 "Facilitv Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
L16 "l-irst Energv Date" The day commencing at 00:01 hours, Mountain 'l'ime, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Iinerry
Date.
I .l 7 "Forced Outage" A partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Ilnergy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: I )
equipment failure which was El!the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction ofthe Facility or
electrical lines required to serve this l'acility, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
I .l 8 "Fueled Rates" - Fueled Rates shall apply to Qualifuing l.acility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
L l9 "Generator Interconnection Agreement (CIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
l.2O "Generation Unit"- A complete electrical generation system within the F'acility that is able to
generate and deliver electricity to the Point of Delivery independent ofother Generation Units
within the same Facility.
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1.21 "Heav-y Load Hours (HL)" - The daily hours, applicable to energy deliveries, from hour ending
O7O0 - 2200 Mountain Time, ( I 6 hours) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
1.22 "lnadvertent Energy" - Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 ofthis Agreement.
1.23 "lnterconnection Facilities" - All equipment specified in the GIA.
1.24 "Initial Capacity Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
1.25 "Light Load Hours (Ll,)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1 .26 "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.
1.27 "Market Energv Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
I .28 "Material Breach" - A Default (paragraph I 9.2. l) subject to paragraph 19.2.2.
1.29 "Maximum Capacity Amount" - T'he maximum capacity (MW) of the Facility will be as
specified in Appendix B ofthis Agreement.
1.30 "Mid-Columbia Market Energy Cost" - Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ("lCE') daily firm
Mid-C Peak Avg and Mid-C Ofl-Peak Avg index prices. Each day's index prices will
reflect the relative proportions ofpeak hours and off-peak hours in the month as follows:
l
The Mid-Columbia Market Energy Cost actual calculation
n
824 * (L {(lCE Mid-C Peak Avg* * HL hours for day) +
x=l
(lCE Mid-C Off-Peak Avg" * LL hours lor day)| I (n*24))
where n : number ofdays in thc month
Ifthe ICE Mid-C Index prices are not reported for a particular day or days, prices derived lrom the
respective averages of I Il. and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of [{L and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. [f the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in fie immediately preceding and following
reporting periods or days. Ifthc day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the 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.
lfthe ICE Mid-C Index reponing is discontinued by the repo(ing agency, both Parties will
mutually agree upon a replacement index, which is similar to the tCE, Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used indcx
by the electrical industry.
I .3 I "Monthly Nameplate llncrqy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
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applicable month.
"Nameplatc Capaciw" - The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece ofelectrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or olher appropriate units. The nameplate is usually attached to
the individual machine or device. This value is established for the term ofthis Agreement in
Appendix B, item B-l ofthis Agreement and validated in paragraph 4.1.4 of tlris Agreement.
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t .33 "I&1E!e!Sy" - All of the electric energy produced by the Facility, less Station [Jse and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Ne1 Energy does not
include Inadvertent Energy.
1.34 "Non-Fueled Rates" - Non-Fueled Rates shall apply to Qualifoing Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
1.35 "Non-seasonal Il Facili - in accordance with Commission Order 32802, a hydro
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generating Facility that does not qualify as a Seasonal Hydro Faciliry as defined in paragraph 1.38
of this Agreement.
"Operation Date" 'lhe day commencing at 00:01 hours, Mountain Time, following the day that
all requiremcnts ofparagraph 5.2 have been completed and after the Seller requested Operation
Date.
"Poutpf Oclryery" 'l'he location specified in the GIA and refcrenced 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 [daho Power electrical system.
"PrudE4GIEsEE4LPr4g!4e!" - Thosc 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.
"Renewable Enerry 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 generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation ofone thousand (1,000) kwh ofNet Energy.
Seasonal Hydro Facility" - As described in Commission Order 32802, a hydroelectric generating
Facility that delivers to ldaho Power total Net Energy ofat least 550lo of its calendar year annual
Net Energy during the months June, July and August.
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"Seasonal Hydro Facilitv Elieibiliw Test Periods" - Beginning with the first lull calendar year
after the Operation Date, each five (5) calendar year consecutive period. lfthe term ofthis
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time from the end ofthe last full five (5) calendar year consecutive period and
the expiration date of this Agreement.
"Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by thc 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.
"Schedule 72" - Idaho Power's TariffNo. l0l, Schedule 72 or its successor schedules as
approved by the Commission.
"Schedule 73" Idaho Power's TariffNo. l0l. Schedule 73 or its successor schedules as
approved by the Commission.
1.45 "Season" - The three periods identified in paragraph 6.2. I ofthis Agreement.
1.46 "Securitv Deposit" - $45 per kW Nameplate Capacity ofthe entire Facility.
1.47 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
1.48 "Termination Damages" - F'inancial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARllCLll II: NO RELIANCL, ON IDAHO POWER
2.1 Sellcr lndepcndent Investieation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller ofthe 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 expertise of ldaho Power in connection with the transactions
contemplated by this Agrccment.
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2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attomcys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely thosc ofSeller.
ARTI I,I] III I'ItiS
3.1 No Warrantv b_v Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by 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, saflety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualifuine Facilitv Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 C.F.R. 5292.201 et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualifying Facility status during the term of this Agreement
and Seller's lailure to maintain Qualifuing Facility status will be a Material Breach of this
Agreement. ldaho Power reserves the right to review the Facility's Qualifoing Facility status and
associated support and compliance documents at any time during the term of this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination ofa qualifying conduit hydropower facility
(pursuant to section 30 ofthe Federal Power Act) from the F'ederal Energy Regulatory
Commission ('FERC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid F-E,RC license, exemption, or a determination ofa qualifoing conduit hydropower facility
is a material part of the consideration for ldaho Powcr's execution ofthis Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FIIRC license,
exemption, or a determination ofa qualifying conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach ofthis Agreement.
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9
3.4 Seasonal Hydro Facilitv Oualifications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph 1.40 of this Agreement. After initial qualification,
Seller will take such steps as may be required to maintain the Seasonal Hydro l-acility status
during the full term ofthis Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) calendar years during any Seasonal Hydro Facility Uligibility Test Period
will result in this l'acility being reclassified as a Non-Seasonal Hydro Facility for the remaining
Term ofthis Agreement. ldaho Power reserves the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at any time during the
term of this Agreement.
AR'l ICLE IV: CONDITIONS TO ACCEP'I ANCE OF IINIIRCY
4.1 First Enerey Date - Prior to the tffective f)atc ofthis Agreement, this Iracility has bccn dclivcring
enerry to ldaho Power in accordance with a Firm Energy Sales Agreement dated June 8, 1984,
that expires on April 30, 2020, and some ofthe requirements of this Article are similar to the
requirements ofthat previous Agreement. Prior to the First Energy Date and as a condition of
Idaho Power's acceptance ofdeliveries of energy from the Seller under this Agreement, Idaho
Power shall review the previously provided information and at Idaho Power's sole discretion may
l) accept the previously provided information as meeting the requirements ofthis Article or, 2)
require updates to the previously provided information or 3) require the Scllcr to provide new
information to complcte the following requirements.
4.1.1 Licenses, Lcases. Permits. Determinations, Aoprovals - Submit proofto ldaho Power that
all licenses, leases, permits, determinations and approvals necessary for Seller's
operations have been obtained from applicable owners, federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpa( B, 18 C.F.R. 9292.201
et seq. as a certified Qualifying Facility and evidence ofcompliance with the eligibility to
be classified as a Seasonal Hydro Facility as defined in paragraph 1.40 ofthis Agreement.
IO
4.1 .2 Opinion of Counsel - Submit to ldaho Power an opinion lettcr signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1 .1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a lorm acceptable to ldaho Power and will acknowledge that the attomey rendering
the opinion understands that Idaho Power is relying on said opinion. ldaho Power's
acceptance ofthe form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord ofthe
American Bar Association Section of Business Law ( l99l).
4.1.3 Commission Approval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to ldaho Power has been received.
4.1 .4 Initial Detenlination - Submit to ldaho Power such data as ldaho Power mav
reasonably require to perform the [nitial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment spccifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt ofthis information, ldaho Power will
review the provided data and if necessary, request additional data to completc the Initial
Capacity Determination within a reasonable time.
4.1 .4.1 If the Maximum Capaciry 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 (10) MW, the Seller shall
submit detailed, manufacturer, vcrifiable data ofthe Nameplate Capacity ratings
ofthe individual Generation Units to be installed at this Facility. ldaho 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
ll
( l0) MW and will determine if the Seller has satisfied rhe lnitial Capacity
Determination.
4-l -4-2 lf the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Ceneration Units at this Facility exceeds ten (10) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten ( l0) average MW in any
month.
4.1 .5 Nameplalg Capacitv - Submit to [daho Power manufacturer's and engrneenng
4.1.6
4.1.7
4.1 .8
documentation that establishes the Nameplate Capacity ofeach individual Generation Unit
that is includcd within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Faciliry Namcplate Capacity. Upon receipt of this data,
ldaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specific Generation Units.
Completion Certificate - Submit a certificate executed by an authorized agent ofthe Seller
attesting that all mechanical and electrical equipment ofthe designated Generation Unit(s)
has been completed to enable the Generation Unit(s) to begin testing and deliver'l'est
Energy in a safe manner.
lnsurance - Submit written proofto ldaho Power ofall insurance required in Article Xlll.
Interconnection Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirements that will enable the Facility to be safely connected to the ldaho
Power electrical system.
4.1.9 Designatcd Nctwork Rcsource (DNR) Confirm that the Scllcr's Facility has completed
all ofthe requirements to be an ldaho Power DNR capable ofdelivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
t2
5_ I
4.1 .9.2
achieve DNR status prior to Idaho Power accepting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and./or if ldaho Power
transmission network upgrades will be required. l'he results of this study process
and any associated costs will be included in the GIA for this Facility.
At least thirty (30) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements ofthe GIA that enable the Facility to
come online, Idaho Power will complete the process lor getting the Seller's
Facility approved as an Idaho Power DNR. lfthe Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Datc
specified in Appendix B of this Agreement, the Seller must notiry ldaho Power
ofthis revised date no later than 30 days prior to Scheduled First Energr 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.l0 Written Assepl4l Rcquest and obtain written confirmation lrom Idaho Power that all
conditions to acceptance ofenergy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
ARTICI,E V: TERM AND OPERATION DATE
Term - Subject to the provisions ofparagraph 5.2 below, this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation f)ate is granted lor a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the'['erm shall start on the
Scheduled Operation Date.
l3
5.2 Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreement datcd June 8, 1984, that
cxpires on April 30, 2020. and some of the requircments of this Articlc are similar to the
requirements of that previous Agreement. Idaho Power shall rcvicw the previously provided
information and at Idaho Power's sole discretion may l) accept the previously provided information
as meeting the requirements of this Article or, 2) rcquire updates to the previously provided
information or 3) requirc 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
alter the l'acility has achieved all ofthe following:
5.2.1 The Facility is online and delivering electricity to ldaho Power at the Point of Delivery.
5-7.2 Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satislactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
5-2.3 Ensineer's Certifications - Submit an executed Engineer's Certification of Dcsign &
i.t.+
5.2.5
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission OrderNo.2l690. These certificates will be in
the form specified in Appendix C but may be modified to the cxtent necessary to recognize
the diflerent engineering disciplines providing the cenificates.
Seller has requested an Operation Date from ldaho Power in a written format.
Seller has received written confirmation lrom ldaho Power ofthe Operation Date.
5.3 ODcration ate Delav - Seller shall cause the l'acility to achicvc the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any dclay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by ldaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
14
5-4 Termination - If Sellcr fails to achieve the Opcration Date prior to thc Scheduled Operation Datc.
5.5
5.6 Termi
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. IfSeller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Delay Damages Billing and Payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within fifteen ( l5) days after the end ofeach month or within 30
days ofthe date this Agreement is terminated by Idaho Power.
es Billin and Pa ent - ldaho Power shall calculate and submit to the Scller
any Termination Damages due Idaho Power within thirty (30) days after this Agrecment has been
terminated. Seller shall respond within l5 days. In the event ofa dispute rcgarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
5.7 Scller Payment - Seller shall pay Idaho Power any calculated Delay or'l ermination Damages within
l5 days from when ldaho 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 these damages within the specified time will be a Material Breach
of this Agreement and ldaho Power shall draw funds lrom the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
5.8 Security Deposit - Within thirty (30) days ofthe date ofa final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
Powcr as specified in paragraph 5.8.l. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
5.8.1 Security Deposit Release - ldaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and-fermination
Damages have been paid in full to Idaho Power.
l5
ARI'ICLE VI: P[JRCIIASE AND SALE Ol- NET ENIIRGY
6.1 Net Energv Purchase and Deliverv - Except when either Party's performance is excused as provided
herein, ldaho Power will purchase, and Seller will sell all the Net Energy to Idaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to ldaho Power at the Point of Delivery.
6.2 Estimated Net Energy Amounts - Ncither the monthly Estimated Net Energy Amounts provided
as of the llffective Date of this Agreement nor monthly Adjusted Eslimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by ldaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to ldaho Pow.er via email or altemate
methods as specified by ldaho Power.
6.2.1 Monthly Estimated Net Enersv Amounts orovided as of the Effective Date of this
Agreement:
Scason I
Scason f
Month
March
April
May
July
August
November
December
June
September
October
January
February
kwh
0
t,800,000
4.200,000
s,300,000
5,000,000
5,000,000
3,800,000
2,200,000
0
0
0
0
Season 3
6.2.1 Seller's Adiustment of llstimatedllc|Engrsy Amounts - Prior to the Operation Date, the Seller
may revise all ofthe previously provided monthly Estimated Net Energy Amounts Amounts. This
16
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 elcctronic notice
(electronic mail) as agreed to by both parties.
6.2.2 Seller'
6.2.3
nt of Estimated Net Ene Amounts After thc ration Date - After thc
Operation Date, the Seller may revise any future monthly Estimated Net Energy Amounts by
providing written notice no lat€r than 5 PM Mountain Standard time on the 25n day ofthe month
that is prior to the month to be revised. Ifthe 25s day ofthe month falls on a weekend or holiday,
then ldaho Power must receive thc revision no later than the last business day prior to the 25n day
ofthe 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 25s.
a.) This revision must be submitted using the electronic portal provided by ldaho
Power if available. lf portal is not available, then written notice must be provided
to Idaho Power in accordance 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 mosl recently
provided monthly Estimated Net EnergJ Amounts.
ldaho Power Adiustment of Monthlt, Estimated Net Energ,LAmounts - If Idaho Power is excused
from acccpting thc Seller's Net Energy as specified in paragraph 12.2.1 or ifthe Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energl Deliveries is accepted by ldaho Power, the monthly estimated Net Energy
amount as specified in paragraph 6.2 for thc specific month in which the reduction or suspension
under paragraph 12.2-1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred where:
17
NF]A Current Month's Estimated Nct Energ;i Amount (Paragraph 6.2)
s(itl a.) Ifldaho 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 ofcurtailment as specified by ld"ho
Power multiplied by the TGU as defined below.
b.) If the Seller declarcs a Suspension of linergy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units sizc ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
1(;r.i Sum ofall ofthe individual gencrator ratings ofthe Generation
Units at this Facility as specified in Appendix B ofthis
agreement.
RSH
TH
Actual hours the Facility's Net Energy dcliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Aqtual total hours in thc current month
Resulting formula being:
Adjusted
Ilstimatcd
Net tsnergy
Amount
SGU
TGU a 51p4N F,A ((
RSI I
TII ))x
This Adjusted Estimated Net Encrgy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
6.1 liailure to Deliver Minimum Amounts of Net llncrg! - Unless excused by an event ofForcc
Majeure or ldaho Power's inability to accept Nst Energy, Seller's failure to deliver Net Energy 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.
I8
1.t
7.2
7.3
LE VII: P HA E I'RI EN'I'
Sumlus Energy - ( I ) Net Enerry produced by the Seller's Facility and delivered to the [daho
Power electrical system during the month which exceeds one hundred ten p€rcent ( I l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month sp€cified in
paragraph 6.2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) ofthe monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the Idaho Power electrical system lor that given
month, or (3) all Net Energy produced by the Seller's l'acility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Nct Energy that
exceeds the Monthly Nameplate Energy.
Sumlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable AII I lours Energy Price, whichever is
lower.
Base Energy The Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (90%) and less than or equal to onc hundred ten percent ( I l0%) ofthe
monthly Adjusted Estimated Net Energy Amount lor the corresponding month specified in
paragraph 6.2.
7-4 Base Enerqv I leavy Load Purchase Price Forall BaseEnergy received during Heavy Load Hours,
Idaho Power will pay thc monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appcndix E or F.
7.5 Base Energy Liqht Load Purchase Price For all Base Energ;r received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E or F.
'1.6 All Hours Encrqv Price - The price to be used in the calculation of thc Surplus Energy Pricc and
Delay Damage Price shall be the monthly non-levelized All Hours Enerry in Appendix E or F
l9
7 -7 Inadvertent Energv -
7 .7.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh.
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten
thousand (10,000) kW multiplied by the hours in the specific month in which the
energr was delivered. (For examplc, 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 Inadvertenl Energy.)
Although Seller intends to design and operate the Facility to generate no more than
ten (10) average MW monthly and therefore does not intend to generatc and deliver
lnadvertent Energy, Idaho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for [nadvertent Energy.
Delivering lnadvertent Ilnergy to ldaho Power for two (2) consecutive months and/or
in any three (3) months during a Contract Year will be a Material Breach ofthis
Agreement and Idaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
7.7.2
7.7.3
7.8 Seasonal Hydro l'acility elieibility - If the Facility fails to satisfy the Seasonal Hydro Facility
Qualifications specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and thc Non-Seasonal I lydro Facility
Energy Prices specified in Appendix F will be applicable.
7.8.1 Annual eligibilitv audits On or before February l5th ofthe year following the hrst full
calendar year after the Operations f)ate and for every calendar year thereafter, ldaho Power
will divide the total Net Energy received from the Facility for the months of June, July,
and August by the total Net Energy received for the prcvious calendar year to establish a
percentage ofenergy deliveries lor the months ofJune, July and August. Any reduction in
enerry deliveries due to Forced Outages, planned or unplanned maintenance, Force
majeure or any other reduction in energy deliveries will result in reduction of both the
20
numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.8.1 .l If this percentage is greater than or equal to fifty-five percent (55%) it will be
deemed that the Facility has met the requirements to be classified as a Seasonal
Hydro Facility for that previous calendar year.
7.8. 1.2 If this percentage is less than fifty-five percent (55%), ldaho Power will provide
notification to the project of the Facility's failure to meet the Seasonal Hydro
Facility requirements for the previous calendar year and the monthly energy
payments for that previous calendar year will be recalculated to reflect the Non-
Seasonal Hydro F-acility energy prices as contained within Appendix F of this
Agreement. Any overpayments will be collected from the Facility in equal
monthly payments over the remaining months of the current calendar year. If the
Facility fails to meet the Seasonal Hydro Facility requirements for the second to
last calendar year ofthe Contract Term, then the monthly energy payments for the
remaining term ofthe contract will be priced according to the Non-Seasonal Hydro
Facility Energy Prices specified in Appendix F.
7.8.1.3 lfthe Facility fails to achieve this percentage offifty-five percent (55%) for at least
three (3) calendaryears during any Seasonal Hydro Facility Eligibility Test Period
the Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal tlydro Facilily Energy Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Pavments Undisputed Base Energy and Surplus Enerry payments, less any payments due to ldaho
Power will be disbursed to the Seller within thirty (30) days ofthe date which ldaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to ldaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
2t
7.9
ldaho Power which could be ACH ("Automated Clearing House"), electronic, wire, paper chccks
or any other method for making payments to Seller.
7. l0 Continuing Jurisdiction of the Coolqlssio! - 'l'his Agreement is a special contract and the ratcs,
terms and conditions containcd in this Agreement will be construed in accordancc with ldaho
Porver Com P ti utilities c mml n Ener lnc-, 107 tdaho 781, 693
P.2d 427 (1984), Idaho Power Company v. ldaho Public Utilities Commission, 107 ldaho I 122,
695 P.2d l 26r (1985),Aflon Energy, [nc, v. ldaho Powcr Company , I 1 I ldaho 925,729 P.zd 400
(1986), Section 210 ofthe Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. $292.303-
308.
8. I Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable [inergy Certificatcs as defined within this Agreemcnt and directly associated with the
production ofenergy from the Seller's Facility are owned by the Seller.
}ACILITY AND I'ION
9.1 Desien ofFacility - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection f'acilities so as to allow safe and reliable generation and delivery
ofNet Energy and Inadvertent [nergy to the ldaho Power Point of Delivery lor the full term ofthe
Agreement in accordance with the GIA.
MI]TI]RINC. MI]TERING COMMUNICA'IIONS AND SCADA TELBME'|RY
10. I Meterins - 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 electrical
energy production, Station Use, maximum encrgy deliveries (kW) and any other elcctricity
22
ARTICLE VIII: F-NVIRONMENTAL AI'I.RIBUTI]S
AR'I'ICI,t] X:
t0.2
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility's elecricity delivered to the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in
the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
Metering Communications Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph t0.l to ldaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
I 0.3 rvl Data Ac ulsltton SCADA 'l'elemet ln addition to thc rcquircments
of paragraph 10. I and I 0.2, Idaho Power may require telcmetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry ofthe Seller's Net Energy and Inadvertent F,nergy production in
a form acceptable to ldaho Power. Seller shall grant Idaho 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 GIA.
ARTICI,E XI . RECORDS
I | . I Maintenance of Records - Scller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Enerry, lnadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to ldaho Power. Monthly records shall be retained
lor a period ofnot less than five (5) years.
23
1.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, lnadvertent Energy and ma,rimum generation
(kW) records pertaining to the Seller's Facility.
ARTICLE XII: Ol'L,ltA'llONS
l2.l Communications - ldaho Power and the Seller shall marntarn appropnate opcratlng
12.2
communications through Idaho Power's Designated Dispatch Facility in accordance with the GlA.
Acceptance of Enerqv -
12.2.1 ldaho Power shall be excused lrom accepting and paying for Net Enerry or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) [f interruption of generation deliveries is allowed by Section 2 l0 of the
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. {292.304
c.) If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) [f ldaho Power determines that curtailment, intemrption or reduction of
Net Energy or lnadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices,
12.2.2 lf, 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
24
12.3
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from ldaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum CapaciS" Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If ldaho Power is unable to accept the generation from this Facility and is not excused lrom
accepting the Facility's generation, ldaho Power's damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. ldaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
Seller Declared Susoension of Energv Deliveries
tz.3.t
t2.3.2
lf the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to ldaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than forty-eight (48) hours ("Declared Suspension of
Energy Deliveries"). 'l-he Seller's Declared Suspension ofEnerry Deliveries will begin at
the start of the next full hour following the Seller's telephone notification as spccified in
paragraph 12.3.2 and will continue for the time as specified in thc written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occuned, the Estimated Net Enerry Amount will be adjusted as specified in paragraph
6.2.3.
If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragaph 12.3. l, the Seller will notifl the Designated Dispatch Facility by telephone. The
25
beginning hour ofthe Declared Suspension of Energy Deliveries will be at the earliest thc
next full hour after making telcphone contact with Idaho Power. The Scller will, within
twcnty-four (24) hours alter the telephone contact, provide ldaho Power a written notice in
accordancc with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiatc a Declared Suspension of [inergr Deliveries and the reduced
lcvel (kW) ofenerry 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). ldaho Power will review the documentation
provided by the Seller to determine Idaho Power's acceptance of the described Forced
Outage as qualifoing for a Declared Suspension of Energy Deliveries as specificd in
paragraph 12.3.1. Idaho Power's acceptance ofthe Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by lhe Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's F'acility.
12.4 Schedulcd Maintenance - On or belore January 3 1" of each calcndar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability of the proposcd schedule.
lf the Seller intends to perform planned maintenance at approximately thc same time every year,
thc Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such timc as thc Seller
notifies Idaho Power ofa change to this schedule. The Pa(ies determination as to the acceptability
ofthe Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practiccs, Idaho Power system requirements and the Seller's preferred schedule.
12.5 Idaho ['ower Maintenance Inlormation - [,pon receiving a rvritten request from the Seller, Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact thc Facility.
26
t2.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or cu(ailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, rcal time operations of the electrical
system, and/or unplanned events, ldaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction ofelectrical energy deliveries to Idaho Power.
ARTICLE XIII; INDEVINIITI(IATION AND INStJRA\(lt,
l3.l [ndemnification - Each Party shall agree to hold harmlcss and to indemnily the other Pany. its
officers, and employees against all loss, damage, expense and liability to third persons for injury to
or death of person or injury to property, proximately causcd by the indemnifoing Party's, (a)
construction, ownership, operation or maintenance of, or by lailure of, any of such Party's works
or facilities used in conneclion with this Agreement, or (b) negligent or intcntional acts, errors or
omissions. The indemnifoing Parry- shall. on the other Party's requcst, defend any suit assening a
claim covered by this indemnity. The indemnifoing Party shall pay alldocumented costs, including
reasonablc attomcy lccs that may be incurred by the other l)arty in enforcing this indemnity
13.2 Insurance - During lhe term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix G
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring afler
the effective date, which, by the exercise of reasonable foresight such pany could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
14. I
27
AR'l'l(ll.ti XIV: FORCL MnJFlLlRE
Fluctuations and/or changes of the motive force and/or the fuel supply gqg_gg! 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 Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence olthe Force Majeure, give the other Party written notice describing the
particulars of the occurence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Pary which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
ARTIC.LL XY: LIU\I]ILI I.YI DEDIC]ATIoN
l5- I Limitation of Liability - Nothing in this Agreement shall bc construed to create any duty to, any
l5.2
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
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 independent individual or entity.
AR,I.ICLL, XVI: SEVERAI, 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 be construed to create an association, trust, partncrship orjoint venturc or
t6. I
28
l7.t
impose a trust or partnership duty, obligation or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
ARTICLE XVII: WAIVER
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
decmed a waiver with respect to any subsequent delault or other matter.
ARTICI,E XVIII: CHOICE OF LAWS AND VENUE
'Ihis Agreement shall be construed and interpreted in accordance with the laws ofthe State of
ldaho 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.
ARTICLE XIX: DISPUTIIS AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to, thc
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
Notice of Default
t9.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event ofdefault"), the non-delaulting Party shall cause notice in writing
to be given to the defaulting Party, specifoing the manner in which such default
occurred. Ifthe defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonablc 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.
29
r 8.l
I 8.2
19.l
19.2
19.2.2 Material Breaches - Thc notice and cure provisions in paragraph 19.2. I do not appl)' to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence ofthe breach. ldaho 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 flor the lull term of this Agreement, Seller will provide
ldaho Power with the following:
19.3-1 Insurance - Evidence ofcompliancc with the provisions ofAppendix G. IfSeller fails
to comply. such lailure will be a Matcrial Brcach
l9-3.2 Enaineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be an event ofdefault. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / Leases/ Permits / Determinations - During the lull term of this Agreement,
Seller shall maintain compliance with all leases, permits, licenses 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, licenses or dcterminations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4.l. I . If 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 lailure will bc an event of default and may only be
cured by Seller submifting to Idaho Power evidence olcompliance lrom the permitting
agency.
30
20.1
2l.l
22.1
23.1
ARTICLE XX: COVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICI,[ 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 ofall terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses lor ratemaking purposes.
ARTICI,E XXII: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of cither Party
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent ofboth Parties, which consent shall not be unreasonably withheld. Any party with
which ldaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assets, shall automatically, without lurther act, and without need of consent or approval by the
Seller, succeed to all ofldaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation ofthe foregoing shall be void. This article shall not prevent a
financing entity with recorded or sccured rights lrom exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODII ICA l lON
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
31
24.1
25.1
ARTICI,[ XXIV: TAXES
Each Party shall pay before delinquency all taxes and other govemmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICT,E XXV: NOTICES AND AUTHORIZED AGENTS
Notices - All written notices under this Agreement shall be directed as lollows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
'lo Seller:
Original document to:
Tom Wicher
South Forks Joint Venture
Low Line Canal Hydro Project
P.O. Box 7867
Boise, lD 83 707
208-3 88-2987
[e-mail]
To ldaho Power:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
energycontracts(@ idahopower.com
Copv oldocument to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise, Idaho 83707
en idahopower.com
Irither Party may change the contact person and/or address information listed above, by providing
writtcn notice from an authorized person representing the Party.
32
Oriqinal documcnt to:
Tom Wicher
President, South Forks Hydro Company,
A General Partner
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
requirc signature(s) from an authorized party ofthe Seller.
ARTICLE XXVI: ADDITIONAL I-ERMS AND CONDITIONS
26.1 Equal llmployment. Seller agrees to comply with all applicable equal employment opportunity,
26.2
small business, and affirmative action laws and regulations. All [iqual Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of38 LJ.S.C. $4212, Executive Order I 1246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employmcnt on
government contracts. To the extent this Agreement is covered by Executive Order l1246,the
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4, 4l C.l".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 F'acility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. Iffinal interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination Damages associated with the project's failure to achieve the
33
25.2 AuthorizedAgent(s)
Name Title
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. 34350 effective June l, 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 requestcd
replacement contracts after their existing contract expires.
This Agreement includes the lollowing appendices, which are attached hereto and included by
reference:
26.3
27.t
28. r
AR'I.ICLL, XXVII: SI]VERABILITY
The invalidity or unenforceability ofany term or provision ofthis Agreement shall not affect the
validity or enforceability ofany other terms or provisions and this Agreement shall be construed
in all other respects as ifthe invalid or unenlorceable term or provision were omitted.
ARTI I-E XXVIII ARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
34
Appendix A -
Appendix B -
Appendix C
Appendix D -
Appendix E -
Appendix F -
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
[lngineer's Certifi cations
lorms of Liquid Security
Seasonal Hydro facility Energy Prices
Non-Scasonal Hydro Facility Energy Prices
lnsurance Requirements
ARTICI,I] XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement ofthe Parties concerning 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:
South Forks Joint Venture South Forks Joint Venture
By By Te- .^^<,- t) U.-O-->-=
Kr[L Pe=r:rrr
President, Twin Falls Enerry Company
Tom Wicher
President, South Forks Hydro Company
Dated Dated\\ /\4 la
"Seller""Seller"
ldaho Power Company
By Bv
Tessia Park
Vice President, Power Supply
Datc tl*?al d
"[daho Power"
35
"Sellel'
\g
Date
APPL,NDIX A
A I MONTTILY POWER PRODUCI'ION AND SWITCHING 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 I inancial Accounting
l22l W. Idaho
Boise, Idaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to ldaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable ldaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading inlormation that will be gathered as described in item A-2 below:
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Year
Project Name
Address
City
Projcct
Phone Number:
Statc zip
Facility
Output
Station
Usase
kw
Meter Numbcr:
End of Month kWh Meter Reading:
Bcginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Brcakcr Opening Record llreaker Closing Record
Date Mctcr Time Meter
I
2
3
4
5
6
7
Breaker 0pening Reason Codcs
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systcms
Cause Unknown
Other (Explain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
ofthe abovc month and that the switching record is
accurate and complete as required by the Energy
Sales Agreemcnt to which I am a Party.
Signature
37
Dflt€
Month
Metered
Maximum
Net G€neration
Reason DateTime
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 lrom the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station [Jse for the Facility recorded at l2:00 AM (Midnight) of
the last day ofthc month.
The meter information collected will include but not be limited to energr production, Station tJse, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SL,LLER CONTACI' tNI.ORMAI'ION
Proiect Management
Name:
Cell Phone
Tom Wichcr
208-3 88-2987
-Site or 24-H ontact
Name:
Cell Phone:
David Wilson
208-948-0144
38
Seller's Contact lnformation
ti- I
B-2
APPI]NDIX B
FACILITY A\D POIN'I Of l)l,l.lVllRY
Project Name: Low Line Canal Ilydro Project
Project Number: 3 I 7l 5 100
DIISCRIPTION OF FACII,ITY
Nameplate: 8.2 MW
Qualifoing Facility Category (Small Power Production or Cogencration): Small Power Produclion
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): llydro
Fueled or Non-Fueled Rate ((ienerator primarily lueled with fossil or non-fossil fuel): Non-Fueled
Any modifications to the Facility, including but not limited to the generator or turbine, that
(l) increases or decreases the l'acility Nameplatc Capacity, or (2) changes the Qualifying l'acility
Category, or (3) changcs thc Primary Energy Source or (4) changes to the gencrator fircl and
subsequcntly thc Fueled Rate or Non-Fueled Rate, will require a review of the Agreement terms,
conditions and pricing and ldaho Power, at its solc dstermination, may adjust the pricing or
terminate the Agreement. If the Agreement is terminated because of said modifications, the Seller
will bc rcsponsible for any Termination Damages.
LOCAI'ION OF FACILITY
Near: Gooding, ldaho
Actual or nearest physical street address: 3431 A North 3800 East, Hansen, Idaho 83314
GPS Coordinates: Latitude Decimal Degrees 42.4938
Longitude Decimal Degrees - I 14.3102
State: ldaho County: Twin Falls
Description of lnterconnection Location: 46 KV bushing at the Generator Step Up transformer
39
The Low Line Canal Hydro Project (also referred to as the South Forks Hydroelectric Project)
utilizing an existing drop on the Twin Falls Canal. A 2,700-foollong, 144-inch-diameter steel
penstock carries water to the powerhouse on the north bank ofthe Low Line Canal. The powerhouse
contains two, vertical Francis turbine-generators manufactured in 1984 and rated at 4.1 MW cach.
'l'he turbines were manufactured by I lydro West and generators by [deal Electric.'lhe plant is
maintained and operated by one plant operator who lives on sitc.
ts-4
B-5
B-6
B-3 SCHEDULED FIRST IINERGY DATF, AND OPERA'I'ION DA'I'L,
This Facility has been delivering energy to ldaho Power in accordance with a Firm llnergy Sales
Agreement that will expire at hour ending 2400 on April 30,2020. It is expected that the First
Energy Date and the Operation Date lor this Agreement shall both occur at the same time. Both
the Scheduled First Energy Date and the Scheduled Operation Date will be at 00:01 AM on May
l,2020, provided that thc Commission approves this replacement Agreement and the Seller
completes all of the Article IV and Article V requirements prior to April 30,20?0.
MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 8.2 MW which is consistent with the value provided by the
Seller to ldaho Power in accordance with the GlA. This value is the maximum generation (kW)
that potentially could be delivered by the Seller's Facility to thc 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 energr is delivered to the ldaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part ofthis Agreement.
LOSSITS
Ifthe tdaho Power metering equipment is capable ofmeasuring the energy deliveries by the Seller
to the ldaho Power eleclrical system al the Point of Delivery, no Losses will be calculated for this
Facility. Ifthe Idaho Power metering equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. 'l'his loss calculation is currently set at forty-
seven one hundredths percenl (0.47%o) of the kwh electricity production recorded on the Facility
generation metering equipment. If at any timc during the term of this Agreement, Idaho Power
determines that the loss calculation needs to be revised due to a change in the electrical equipment
or some other factor, then ldaho Power may adjust the calculation and retroactively adjust the
previous month's kWh loss calculations.
40
ts-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an ldaho Power DNR pursuant to an existing Firm Energy Sales Agreement that
will expire on April 30, 2020. lf this Agreement is l) executed and approved by the Commission
prior to the expiration of the existing agreement and 2) a GIA has been executed by both parties
and 3) the Seller is in compliance with all requirements ofthat GIA, then the previous DNR status
will be extended forthis Agreemcnt. However, ifany ofthese DNR requirements are not completed
prior to the expiration of the existing agreement it will require that this Facility be processed
through the routine DNR process as described below.
Idaho Power cannot accept or pay for generation from this Facility ifthe Facility has not achieved
the status of being an ldaho Powcr DNR. Federal Encrgy Regulatory Commission (*F'ERC)
rules require ldaho Power to prepare and submit the application to achieve DNR status for this
lacility. Because much ofthe information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipl olthe required informalion from the Seller. Prior to ldaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation Interconnection application, 2) submitted all information
required by [daho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided ldaho Power with confirmation of the Seller's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result ofany action or inaction by the Seller.
4l
ENGINEER'S CER'I'IF'ICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referrcd to as "Engineer," hereby states and certifies to the Seller as
follows:
I . -lhat Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between[dahoPowerasBuyer,and-asSeller,dated
3. 'l'hat the cogeneration or small power production projcct which is the subject ofthe Agreement and
this Statcmcnt is identitled as Idaho Power Company Facility No and is hereinafter
referrcd to as the "Project."
4. That the Project, which is commonly known as the Projcct, is locatcd in
Section _ Township Range Boisc Meridian,
5. That Engineer recognizes that thc Agreement provides for the Project to furnish electrical energy
to Idaho Power for a ;-ear 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 the Design Engineer ofthis Project.
8. That Engineer has reviewed and/or supervised the review ofthe Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
9 That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 ofthe Agreement, is
42
APPENDIX C
County, Idaho.
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements arc complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
tsy
(P.L.. Stamp)
Date
43
APPENDIX C
IINGINEER'S CER'f IFICATION
OF
ONGOINC OPERATIONS AND MAtNI-ENANCI]
The undersigned on behalf of himsclf/herself
and hereinafter collectively referred to as "Engincer," hereby states and
certifics to the Seller as follows:
1
l hat Engineer is a l,icensed Profcssional Engineer in good standing in the State of ldaho.
'l hat Engineer has reviewed the Energ, Sales Agrccment, hereafter referred to as the "Agreement,"
between ldaho Power as Buyer,and as Seller, dated
this Statcment is identified as ldaho Power Company Facility No and hereinafter refened
to as the "Project".
4. l.hat the Project, which is commonly known as the _Project, is located in
Section _ Torvnship _ Range Boise Meridian, County. Idaho.
5. That L,ngineer recognizes that the Agreement provides for the Project to fumish electrical energy
to ldaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants ofthe same q,?e as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
44
3. l'hat thc cogcncration or small power production project which is the subject ofthc Agrecment and
8. l'hat Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engincer certifies, based on the Project's
appearance and the information providcd 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 adherencc to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efTiciency and plant factor for the remaining
_ years ofthe Agreement.
9. That llngineer recognizes that ldaho Power, in accordance with paragraph 5.2 ofthe Agrccmcnt.
is relying on Engineer's rcpresentations and opinions contained in this Statemenl.
10. That Engineer cerlifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
ts1'
(P.E. Stamp)
DaIc
45
APPENDIX C
F.NGINLIIR'S C L,R'l'lf ICA I IO\
olr
DI]SIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Iingineer", hereby states and certifies
to ldaho Power as follows:
I . That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agreement", between Idaho Power as tsuyer, and as Seller, dated
3 That the cogeneration or small power produclion project, which is the subject of the
is hereinafter rcfcrred to as the "Project".
4.ThattheProject'whichiscommonlyknownasthe-Project,islocatedin
Section _ Township Range _, Boise Meridian,County, Idaho
)That Engineer recognizes that the ASrcemcnt providcs lbr the Projcct to furnish clcctrical
energy to ldaho Power lor a ycar 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 of this 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
fumished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
46
Agreement and this Statement, is identified as ldaho Power Company Facility No _ and
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable ofperforming in accordance with the
terms ofthe Agreement and with Prudent Electrical Practices for a _ year period.
ll. That Engineer recogniz.es that Idaho 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
of his/her knowledge and therefore sets his/her hand and seal below.
By
(P. E. Stamp)
Datc
47
APPI]NI)IX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter ofCredit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to ldaho Power
1o satisfy 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 of ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-t€rm or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
hav€ acceptable financial creditwo(hiness.
l. 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 lunds 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
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisry each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs
48
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to ldaho Power at its discretion, or (b) an irrevocable l,etter of Credit in a
lorm acceptable to ldaho Power, in favor ofldaho Power. The Lctter of Crcdit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting ofthe
individual security requirements must be maintained by the Seller and Seller shall bc
obligated to maintain the appropriate amounts to satisfy each security requirement within the
individually identified accounts.'fhe Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Lette(s) of Credit.
49
APPI]NDIX E
SLASONAt. I IYDRO tiACIl.lTY IINIIR(;Y PRICIIS
Ir- l Base Energy Heaw l,oad Purchase Price - For all Base Ilnergy received during Heavy l.oad I Iours,
ldaho Power will pay the non-lcvclizcd energy price in accordance with Commission Ordcr No.
34350 effective June 1,2019, with lull capacity paymenls per Commission Order No. 32697 and
seasonalization factors applied:
Year
Season I - (73.50 %)
Miilvkwh
Season 2 - ( 120.00 %)
Mills/kWh
Season 3 - (100.00 %)
Miltvkwh
2020
2021
20?2
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
203 3
?034
2035
2036
2031
2038
2019
2040
2041
57 .27
57 .99
59.52
6t .77
64.43
67.06
69.00
70.24
72.21
'73.41
74.98
76.32
78.72
80.63
82.52
84.35
86.40
88.05
89.80
9t.65
94.07
95.69
93.s r
94.67
97.18
100.85
105. t9
t09.48
ll2.66
il4.68
I 17.89
1t9.86
122.42
124.61
128.52
13 t .64
t34.72
137.72
l4l .06
143.76
146.61
149.64
t53.59
156.24
77.92
78.89
80.98
84.04
87.66
91.23
93.88
95.57
98.24
99.88
102.0 t
103.84
107. l0
109.70
lL2.2',7
t 14.77
I 17.55
n9.80
122.18
124.70
127.99
130.20
(Prices based on the Maximum Capacity Amount of 8.2 MW, Non-Fucled Rates)
50
F,2 Base Enersy Lisht Load Purchase Pricc For all Base lr,nergy received during Light l,oad Hours,
ldaho Power will pay the non-levelized enerry 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 %)
Miltvkwh
Season2-(120.00%)
Mills/kwh
Season 3 - (100.00 %)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
5t.92
52.64
54.17
56.42
59.08
61 .71
63.65
64.89
66.86
68.06
69.63
70.97
75.28
77 .t7
79.00
8l .05
8?.70
84.45
86.30
88.72
90.34
84.17
85.94
88.45
92.11
96.45
100.74
103.92
105.95
109.15
I I l.l2
l r 3.68
r r 5.88
) 19.'79
122.91
125.99
128.98
t32.32
135.02
137.88
140.90
144.86
147.50
70.64
7t.61
73.70
76.76
80.38
83.95
86.60
88.29
90.96
92.60
94.73
96.s6
99.82
102.42
104.99
107.49
| 10.27
u2.52
il4.90
I t7 .47
120.11
122.92
5l
tr-3 All Hours Eners.v Price - The 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
34350 effective June l, 2019, with lull capacity payments per Commission Order No. 32697 ard
seasonalization factors applied:
Year
Season I - (13.50 %)
Mills/kWh
Season 2 - (120.00 %)
Mills/kWh
Season3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
54.89
55.61
5',7.14
59.39
62.05
64.68
66.62
67.86
69.83
71 .03
72.60
73.94
76.34
'78.2s
80. l4
81.97
84.02
85.67
87.42
89.27
9l .69
93.3 I
89.62
90.78
93.29
96.96
I 0l .30
105.59
108.'77
I t0.79
I t4.00
r 15.97
I 18.53
120.72
124.64
127.76
130.84
I 13.83
137.17
t39.87
142.72
I 45.75
t 49.70
152.35
74.68
75.65
77.75
80.80
84.42
87 .99
90.64
92.33
95.00
96.64
98.71
100.60
103.86
106.46
109.03
lll.53
I 14.3 r
I 16.56
I 18.94
121.46
t24.75
126.96
52
NON-SEASONAL HYDRO FACII,ITY ENERGY PRICES
(Prices based on the Maximum Capacity Amount of 8.2 MW. Non-Fueled Rates)
F-l Base Enersy Heavy LoaelPurqhase-Priee - Forall Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Year
Season i - (13.50 %)
Mills/kWh
Season 2 - (120.00 %)
Mills/kWh
Season3-(100.00%)
Mills/kWh
43.70
44.22
45.55
47.59
50.05
52.46
s4.20
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
7 5.31
77.26
7 t.35
12.19
14.37
71.10
8l .71
85.65
88.48
90.15
93.00
94.60
96.79
98.61
I 02. l4
r 04.87
107.56
I 10.15
I 13.09
I I5.37
7.81
| 20.41
I23 .94
126.14
s9.46
60.r6
6t.98
64.7 5
68.09
7t.38
73.74
7 5.13
77 .50
78.83
80.66
82.17
85.1 I
87.39
89.63
9t.79
94.24
96.1 5
98.18
100.34
103.28
105. t2
53
APPL,NDIX I'
2020
2071
2022
?023
7024
202s
2026
z0z7
2028
2029
2030
?031
2032
2033
2034
2035
2036
2037
2038
2039
2040
204t
Base Energy Light Load Purchase Price For all Base Energy received during t,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 znd
seasonalization factors applied:
Year
Season I - (73.50 %)
Mills/kWh
Season 2 - (120.00 o/o)
MiIvkwh
Season3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
20zs
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
3 8.35
3 8.87
40.20
42.24
44.69
47.|
48.85
49.87
51.61
52.59
53.93
55.05
57.21
58.88
60.53
62.12
63.92
65.32
66.81
68.40
70.56
71 .31
6?.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. t3
98.82
101.42
104.35
't06.64
r09.08
lll.67
I 15.20
I 17.41
52. l8
52.88
54.70
57 .47
60.81
64.1 0
66.46
67.85
70.22
7l .55
73.38
74.89
77.83
80.1 I
82.35
84.51
86.96
8 8.87
90.90
93.06
96.00
97 .84
54
F-3 All tlours [:,nersv Price - The 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
34350 effective June 1, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization 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
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2031
2038
2039
2040
2041
41.32
4l .84
43.t7
45.21
47.66
50.08
5l .82
52.84
54.58
55.56
56.90
58.02
60.1 8
6l .85
63.50
65.09
66.88
68.29
69.18
7t.37
73.53
74.88
67.46
68.3 I
70.49
73.81
71 .82
8t .11
84.60
86.26
89.1 I
90.7 t
92.90
94.72
98.25
100.98
103.67
106.27
r09.20
llt.49
I t3.92
I 16.52
120.05
122.26
56.22
56.92
58.74
61.51
64.85
68. l4
70.50
7l .89
74.26
75.60
77.42
78.93
8l .87
84.1 5
86.39
88.5 5
91.00
92.91
94.94
97. r0
100.04
I 0l .88
55
INSURANCE REQUIRI]MENTS
The Seller shall secure and conlinuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify ldaho Power in writing. 'l'his notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these lnsurance Requirements. Failure to provide this notice
and to comply with these Insurance Requircments within five (5) days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Enerry date and subsequently within ten (10) days ofthe annual anniversary
of the Operation Date, the Seller shall provide a Certificate of Insurance in the name of ldaho
Power Company and list Idaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of lnsurance 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 insurancc shall be consistent with current lnsurance lndustry Utility
practices for similar properry.
56
AI'PENDlX G