20191209Application.pdf

SIffi*.RECEIVED
1019OEC -9 Pl{ l:58
An IDACORP CompanY
ISSION
December 9, 2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
11331 West Chinden Blvd., Bullding 8
Suite 201-A
Boise, ldaho 83714
Re:Case No. IPC-E-19-37
Big Wood Canal Company - Jim Knight Hydro Project
ldaho Power Company's Application Regarding Energy Sales Agreement
Dear Ms. Hanian:
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application.
Very truly yours,
novan E. Walker
DEW:cld
Enclosures
1221 W.ldaho St. (83702)
PO. Box 70
Boise, lO 83707
DONOVAN E. WALKER
Lead Counsel
[e-mail]
A€-
DoNOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
RECEIVED
:019 CtC -9 Pll l:58
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 BIG
WOOD CANAL COMPANY, FOR THE SALE
AND PURCHASE OF ELECTRIC ENERGY
FROM THE JIM KNIGHT HYDRO
PROJECT.
CASE NO. |PC-E-19-37
APPLICATION
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APPLICATION . 1
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 Big Wood Canal Company ("Big Wood" or
"Seller") under which Big Wood would sell and ldaho Power would purchase electric
energy generated by the Jim Knight hydro project ("Facility") located near the city of
Gooding, ldaho.
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 April 1 , 1985. The expiration date of the 1985
energy sales agreement is May 31, 2020,
2. The ESA submitted herewith is a new contract with the same Qualifying
Facility ("QF") for a new term and current terms and conditions. This ESA complies with
the Commission's Order Nos. 32697, 32737, and 32802 from Case No. GNR-E-1 1-03.
The ESA contains published rates for projects of 10 average megawatls ("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 November22,2019,wassigned bytheSelleron 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 electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
$ 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs, and to implement FERC rules.
5. On December '18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
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, 201 3, 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 20-yea( 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, tor replacement contracts and for energy deliveries of less than 10 aMW.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to ldaho Power in accordance with an energy sales agreement dated April 1 , 1985,
that expires on May 31,2020. The Seller plans to continue operating and maintaining a
475 kilowatt ("kW") (Maximum Capacity Amount, paragraph B-4, 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 475 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 10 aMW on a monthly basis. Furthermore, as described in paragraph 7.7
of the ESA, should the Facility exceed 10 aMW on a monthly basis, ldaho Power will
accept the energy (lnadvertent Energy) that does not exceed the Maximum Capacity
Amount, but will not purchase or pay for this lnadvertent Energy.
APPLICATION - 4
9. As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for this
Facility of June 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
Idaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ('DNR) to serve ldaho Power's retail load on its system. ln order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. Additionally, the notification of Net Energy Amount monthly adjustments
described in paragraph 6.2.3 must be provided no later than 5 p.m. Mountaln Standard
Time on the 25th day of the month that is prior to the month to be revised. lf the 25ft 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
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, el seq.
lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on May 31,
2O2O,lhe 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
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
[e-mail]
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
15. Communications and service of pleadings, exhibits, orders, and other
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
enerqvcontracts@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 2019,
OVAN E, WALKER
Attorney for ldaho Power Company
APPLICATION - 7
,/L-
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:
David Stephenson
Big Wood Canal Company
409 N. Apple Street
Shoshone, ldaho 83352
Ted Sorenson
Wood Hydro LLC
1032 Grandview Drive
lvins, UT 84738
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email
davidstephenson@cableone. net
ted@tsorenson. net
tant
APPLICATION - 8
CERTIFICATE OF SERVICE
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-19-37
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEML,NI'
BETWEEN
IDAHO POWER COMPANY
AND
BIC WOOD CANAL COMPANY
TABLE OF CONTENTS
TIl'I-E
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Opemtions
Indemnifi cation and Insurance
Force Majeure
t.iability; Dedication
Several 0bligations
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
Appendix A
Appendix B
Appendix C
Appendix D
Appendix t
Appendix F
Appendix C
Gcneration Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Seasonal llydro Facility Energy Prices
Non-Seasonal Hydro Facility Energy Prices
lnsurance Requirements
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ENERGY SALES AGRL,EMENT
(Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Jim Knight Hydro Project
Project Number: I l4l 5095
RGY SALES AGREEMENT C'AGREE,MENT"
/?bet*een BIG WOOD CANAL COMPANY,'1
(Seller), and IDAHO POWER COMPANY, an ldaho corporation (l
THIS ENE
y'hw,,{rr ro
nv,d'
), entered into on this )luday of
a non-profit Idaho canal company
daho Power), hereinafter sometimes
referred to collectively as "Parties" or individually as "Party."
WITNESSF,TI I:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Quali$ing Facility.
THEREFORE, In consideration ofthe mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE l: DIIFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I .l "Adjusted Estimated Net Energv Amount" - The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorized Aeent" - A person or persons specified within paragraph 25.2 of this 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
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behalfofthe Seller, and that Idaho Power Company and its directors, olficers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer ofthe Seller shall have delivered to Idaho 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
Scller for all purposes.
"Commission" 'l'he ldaho Public Utilities Commission.
1.4 "Contract Year" - The period commencing each calendar year on the same calendar date as thc
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 Damages" Current month's Initial Year Monthly Estimated Net [inergl Amount as
specified in paragraph 6.2.1 as ofthe Effective Date divided by the number ofdays in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
thc current month's Delay Price.
1.5
1.6
1.7 "Delay Period" - AII days past the Scheduled Operation Date until thc Seller's Facility achieves
l.tt
the Operation Datc or the Agreement is terminated by ldaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the currcnt
month's All Hours Energy Price as spccified in Appendix E and F ofthis Agreement. lfthis
calculation results in a value lcss than zero (0), the result ofthis calculation will be zero (0).
"Designated Network Resource (DNR)" - A resource that is designated for ldaho Powcr nctwork
load and does not include any resource, or any portion thereoi, that is committed for salc to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
1.9
1.10 "Desi ted Dis atch Iracili " - Idaho Power's Load Serving Operations, or any subsequent
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group dcsignated by Idaho Power.
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"Effective Date" - The date stated in the opening paragraph ofthis Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
"Environmental Attributes" Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation fiom the Facility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: ( I ) any avoided
emission ofpollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions ofcarbon dioxide (COz),
methane (CHr), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been det€rmined by the United Nations
lntergovemmental Panel on Climate Change, or otherwise by law, to contributc to the actual or
potential threat ofaltering the Earth's climate by trapping heat in thc atmosphere;r (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right ofa R[lC 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 intemational or forcign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of enerry. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation ofthe Facility and
other financial incentives in the form ofcredits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
I Avoided emissions may or may not have any value for GHC compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory pro$am.
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lieu ofthe investment tax credit pursuant to Section 1603 ofthe American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
l.l3 "E$!!s4edN9!E!erq 3!seu4!" - 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 ofthis Agreement in accordance with paragraph 6.2.
I .l 4 "Facility" - That electric generation facility described in Appendix B of this Agreement
I .15 "Facility Nameplate Capacity" The sum of the individual Generation Unit Nameplate
Capacities that are installed at this l'acility.
I .l 6 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date-
l.l7 "Forced Outage" - A partial or total reduction ofa) the Facility's capacity to produce and/or
deliver Net Enerry to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: I )
equipment failure which was not the result ofnegligence or lack ofpreventative maintenance, or
2) responding to a transmission provider curlailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction ofthe Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
I .1 8 "Fueled Rates" - Fueled Rates shall apply to Qualifuing Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
1.19 "Generator lnterconnection Agreement (GlA)" - 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.
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I .20 "Generation Unit" - A complete electrical generation system within the Facility that is able to
generatc and deliver electricity to the Point of Delivery independent ofother Gcneration Units
within the same F acility.
l.2l "Heavy Load Hours (HL)" - The daily hours, applicable to energy deliveries, from hour ending
0700 - 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 Enerqv" - Electric energy Seller did not intend to generate. Inadvertent energy is
describcd in paragraph 7.7 ofthis Agreement.
1,23 "lnterconnection Facilities" - All equipment specified in the GIA.
1.24 "lnitial Capacity Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facilily will generate at no more than ten ( l0) average
megawatts (MW) per month.
1.25 'LtCh[Sqd Fleg1;.,1|!,L)" - The daily hours from hour ending 2300 - 0600 Mountain '['ime (8
hours), plus all othcr hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.26 "Losses" The loss ofelectrical energy expressed in kilowatt hours (kWh) occurring as a result
ofthe transformation and transmission ofenergy between the point where the Facility's ener$/ is
metered and the Facility's Pointof Delivery. The loss calculation formula will be as specified in
Appendix B ofthis Agreement.
1.27 "Market Enerqy Reference Price" Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
I .28 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 "Maximum Capacitv Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
I .30 "Mid-Columbia Market Energ), Cost" - Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ("lCE") daily firm
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Mid-C Peak Avg and Mid-C Off-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:
Thc Mid-Columbia Market Energ] Cost actual calculation being:
n
824 * ( I {flCE Mid-C Peak Avg. * HL hours for day) +
X:I
(lCE Mid-C Off-Pcak Avg, * LL hours for day)) / (n+24))
where n : number of days in the month
Ifthe ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporling
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of t lL and l,[- Hours for such parlicular day or
days with the result that each hour in such month shall have a related pricc in such formula. Ifthe
day flor which prices are not reported has in it only LL Hours (flor example a Sunday), the respective
averages shall use only prices reported lor LL hours in the immediately preceding and following
reponinB periods or days. Ifthe day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
Ifthe ICE Mid-C lndex reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.3 I onthl N late Ener
applicable month
" - Facility Nameplate Capacity (kW) multiplied by the hours in thc
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t.)z "Nameolate Capacity" -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 other 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 this Agreement.
"Net Energy" All ofthe electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net F,nergy to
Idaho Powerat the PointofDelivery forthe full term ofthe Agreement. Net Energy does not
include lnadvertent Energy.
"Non-Fueled Rates" - Non-Fueled Rates shall apply to Qualifying Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
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1 .34
l.i5 on-seasonal ll dro Facrlit " As described in Commission Order 32802, a hydro generating
1.36
Facility that does not qualiry as a Seasonal Hydro Facility as defined in paragraph 1.40 ofthis
Agreement.
"Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
"Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
ldaho Power's and the Seller's electrical facilities are interconnected and the energy from this
facility is delivered to the Idaho Power electrical system.
"Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
"Renewable Enerev Certificate" or "REC" - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating gencration of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result ofthe generation of
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electricity associated with the RIIC. One REC represcnts the Environmental Attributes associated
with the generation ofone thousand (1,000) kWh olNet Energy.
1.40 Seasonal I Iydro Facility" - As described in Commission Order 32802, a hydroclcctric generating
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Facility that delivers to ldaho Power total Net Energy of at least 5504 of its calendar year annual
Net Energr during the months June, July and August.
"Seasonal llydro Facility Eligibilitv Test Periods" Beginning with the first full calendar year
after the Operation Date, each five (5) calendar year consecutive period. If the term of this
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time lrom 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 Sellcr anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
reasonable estimate ofthe date that thc Seller anticipates that the Seller's Facility shall achieve
the Operation Date and completc Article V compliance items.
"Schedule 72" - Idaho Power's TariffNo. l0l, Schedule 72 or its successor schedules as
approved by the Commission.
"Schedule 73" ldaho Power's TariffNo. l0l, Schedule 73 or its successor schedules as
approved by the Commission.
"Season" - The three periods identified in paragraph 6.2.1 ofthis Agreement.
"Security Deoosit" - $45 per kW Nameplate Capacity ofthe entire Facility.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofeleclricity by the Facility.
"'l'ermination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
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AR'l lCL!. II: NO RF.I.IANCE ON IDAHO POWER
2.1 Seller lndependent Investigation - Seller warrants and r€presents 1<l ldaho 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 performing hereunder and has not relied upon
the advice, expericnce or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Exoerts - All profcssionals or experts including, but not limited to, engineers,
atlomeys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
AR,I.ICLE III: WARRANTIES
3.1 No Warrantv bv ldaho Powcr - Any review, acceptance or failure to rcview Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho
Powcr and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
3.2 Oualirying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 C,F.R. \292.201et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualirying Facility status during the term ofthis Agreement
and Seller's lailure to maintain Qualifying Facility status will be a Material Breach of this
Agreement. ldaho Power reserves the right to review the Facility's Qualifying Facility status and
associated support and compliance documents at any time during the term of this Agreement.
3.3 [ ERC License / Exemplloll Dele t - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination ofa qualifying conduit hydropower facility
(pursuant to s€ction 30 ofthe Federal Power Act) fiom the F'ederal Hnergy Regulatory
Commission ('FERC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination ofa qualifying conduit hydropower facility
9
is a material part ofthe consideration for Idaho Power's exccution of this Agrecment. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a detcrmination ofa qualifoing conduit hydropower lacility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC licensc or exemption
will be a material breach of this Agreement.
3.4 Seasonal I Ivdro l'acilitr Qualifications - Sellcr warrants that the Facility is a Seasonal Hydro
F'acility 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 Facility 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 tligibility Test Period
will result in this l'acility being reclassified as a Non-Seasonal Hydro Facility for the remaining
Term ofthis Agreement. Idaho 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 lCLE IV: CONDITIONS 'lO ACCEPTANCT, Ol-' ENIIRCY
4.1 First Energy Datc - Prior to the Effective Date of this Agreemcnt, this Facility has been delivering
energy to Idaho Power in accordance with a f irm llnergy Sales Agreement dated April I , 1985,
that expires on May 31, 2020, and some of the requirements of this Article are similar to the
requirements ofthat previous Agreement. Prior to the First Energy Date and as a condition of
ldaho Power's acceptance ofdeliveries ofenergy from the Seller under this Agreement, ldaho
Power shall review the previously provided information and at ldaho Power's sole discretion may
1) accept the previously provided information as mceting the requirements of this Article or, 2)
require updates to the previously provided information or 3) require the Seller to provide new
information to complete lhe lollowing rcquirements.
4.1.1 Licen Leases Penn its rminations - Submit proofto ldaho Power that
all licenses, leases, permits, determinations and approvals necessary for Seller's
l0
4.1.2
4.1.3
operations have been obtained from applicable owners, federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, l8 C.F.R. $292.201
et seq. as a certified Qualifoing Facility and evidence of compliance with the eligibility to
be classified as a Seasonal l{ydro Facility as defined in paragraph 1.40 ofthis Agreement.
Opinion ofCounsel - Submit to ldaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. I .l
above are legally and validly issued, are held in the name ofthe Seller and, based on a
reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a lorm acceptable to [daho Power and will acknowledge that the attomey rendering
the opinion understands that ldaho Power is relying on said opinion. ldaho Power's
acceptance of the form will not be unreasonably withheld. 'I he opinion letter will be
govemed by and shall be interpreted in accordance with the legal opinion accord ofthe
American Bar Association Section of Business Larl' ( l99l ).
Commission Aoproval - Confirm with Idaho Power that Commission approval olthis
Agreement in a form acceptable to ldaho Powcr has been received.
4.1.4 lnitial Capacity" Detenoirration - Submit to Idaho Power such data as ldaho Power ma
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Ceneration Unit Nameplatc Capacity, equipment specifications,
prime mover data, resource characteristics, normal and,/or average operating design
conditions and Station Use data. Upon receipt of this information, [daho Powerwill
review the provided data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B oflthis Agreement
and the cumulative manufacturer's Nameplate Capacity rating ofthe individual
Gcneration Units at this Facility does not exceed ten ( l0) MW. the Seller shall
ll
v
submit detailed, manufacturer, verifiable data ofthe Nameplate Capacity ratings
of the individual Generation Units to be installed at this Facility. ldaho Power
will verify that the data provided establishes the combined Nameplate Capacity
rating ofthe Generation Units to be installed at this Facility does not exceed ten
( l0) MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
4.1.4.2 Il the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds ten ( l0) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten ( I 0) average MW in any
mon1h.
4.1.5 Nameplate Capaci - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity ofeach individual Generation
Unit that is included within this entire Facility. The sum of the individual Ceneration
Unit capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this
data, Idaho Power shall review the provided data and determine ifthe Nameplate
Capacity specified is reasonable based upon the manufacturer's specified generation
ratings for the specific Generation Units.
4.1.6 Completion Certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment ofthe designated Generation [Jnit(s)
has been completed to cnable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
4-1.7 Insurance - Submit written proofto ldaho Power ofall insurance required in Article XIII.
4.1.8 Intcrconncction Provide lvritten 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.
t2
4.1.9 Designated Nenvork Re5ource (DNR) - Confirm that the Seller's Facili ty 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 ol Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
achieve DNR status prior to ldaho Power acccpting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
required to enable ldaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results ofthis study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 At least thirty (30) days prior to the Scheduled First 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 for getting the Seller's
Facility approved as an ldaho Power DNR. Ifthe Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notifu Idaho Power
ofthis revised date no later than J0 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to ldaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
4.1.10 Written Acceptance Request 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 Idaho Power.
13
ARTICLII V: TIIRM AND OPL,RATION DATII
5. t 'ferm - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
the Effective Date and shall continue in lull force and effect for a period of twenty (20) Contract
Years from the Operalion Date, except that if the Operation f)ate is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the 'l'erm shall start on the
Schcduled Operation Date.
Operation Date - Prior to the Elfective Date of this Agreement, this Facility has been delivering
energy to ldaho Power in accordance with a Firm Energy Sales Agreement dated April lst, 1985,
that expires on May 31, 2020, and some ofthe requirements of this Article are very similar to thc
requirements of thal previous Agreement. ldaho Power shall review the previously provided
information and at ldaho Power's sole discretion may l) accept the previously provided information
as meeting the requirements of this Article or, 2) require updates to the previously provided
inlormation or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all ofthe following:
5.2.'l The Facility is online and delivering electricity to ldaho Power at the Point of Delivery.
5.2.2 Seller has demonstrated to ldaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the F'acility is able to provide energy in a
consistent, reliablc and safe manner.
5.2.3 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an [ingineeCs Certification of Operations and Maintenance
(O&M) Policy as described in Commission OrderNo. 21690. These certificates will be in
the form specified in Appendix C but may be modified to the extent necessary to recognize
the diflerent enginecring disciplines providing the certificates.
5-2.4 Seller has requested an Operation Date from ldaho Power in a written flormat.
5-2.5 Seller has received written confirmation from ldaho Power ofthe Operation Date.
5.2
t4
5.3 Operation Date Delay - Seller shall cause the facili ty to achieve the Operation l)ate on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (1'his includes any delay in making the required deposit
payments set forth in the F-acility's GIA) that ar€ not caused by ldaho Power or Force Majeurc
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculatcd in accordance with this Agreement.
5.4 Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failurc 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, ldaho
Power may immediately terminate this Agreement with no further notice required.
5.5 Delay Damages Billing and Payment - Idaho Power shall calculate and submit to the Scller any
Delay Damages due ldaho Powcr within fifteen ( l5) days after the end oleach month or within 30
days ofthe date this Agreement is terminated by ldaho Power.
5.6 Termination Damages Billiag and Payment - Idaho Power shall calculate and submit to the Seller
5.7
any Termination Damages due ldaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall respond within I 5 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages within
l5 days from when ldaho Power presents these final adjusted billings to the S€ller. t'inal 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 timc will bc a Material Breach
of this Agreement and Idaho Power shall draw funds from thc Security Deposit provided by the
Seller in an amount equal to the calculated damages.
5.8 Securi osit - within thi rty (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
l5
6.1
6.2
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agrecment.
5.8.1 Securitv Deposit Release - Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the f'acility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination
Damages have been paid in full to ldaho Power.
ARTICI,I, VI: PURCTIASI: AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all ofthe Net Energy to ldaho Power at the
Point of Delivery. All Inadvertent Energr produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery.
Estimated Net Enerev Amounts - Neither the monthly Estimated Net Energy Amounts provided
as ofthe Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) averagc 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. lf the electronic portal is not
available, Scller will provide Estimated Net Energy Amounts to ldaho Power via email or altemate
methods as specified by ldaho Power.
6.2.1 Monthly Estimated Net Enerqv Amounts ptovided as of the Effective Date of this
Aercempl!
Month kwh
March
April
Muy
July
August
0
88,080
267.798
327,315
320,867
Season I
16
Season 2 November
December
June
September
October
January
February
0
0
Season 3
6.2-2 Seller's Adiustment of Estimated Net Enersy Amounts - Prior to the Operation Date, the
Seller may revise all ofthe prcviously provided monthly Estimated Net Energy Amounts.
This revision must be submitted using the electronic portal provided by ldaho Power if
available. lf portal is not available, then written noticc must be provided to ldaho Power
by electronic notice (electronic mail) as agreed to by both parties.
6.2-3 Scller's Adiustment of Estimated Net Energy Amounts After the Operation Datc - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25'h day ofthe month that is prior to the month to be revised. Ifthe 25'h day ofthe month
falls on a weekend or holiday, then ldaho Power must receive the revision no later than the
last business day prior to the 25s day of the month. For examplc, if the Seller would like
to revise the Estimated Net Energy Amount lor October, thcy would need to submit a
revised schedule no later than Septembcr 25'h or the last business day prior to September
25th.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. lf portal is not available, then written notice must be provided
to ldaho Power in accordance by electronic notice (electronic mail) as agrced to
by both panies.
b.) F'ailure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided monthly Estimated Net Energy Amounts.
t7
3ll,5l6
273,168
77,402
0
0
6.2.4 I rAd ustment of Monthl Ilstima N E Am Lln - [f ldaho Power is
excused from accepting the Seller's Net Energr as specified in paragraph 12.2.1 or if the
Seller declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Energy Deliveries is accepted by Idaho Power, the monthly
estimated Net Energy amount as specified in paragraph 6.2 for the specific month in which
the reduction or suspension under paragraph 12.7.1 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:
s(itl
b.) Ifthe Seller declarcs a Suspension ofEnergy Delivcrics as
specified in paragraph I 2.3- I this value will be the sum of
the individual Generation Units size ratings as specified in
Appcndix B that are impacted by the circumslanccs
causing the Seller to declare a Suspension of Energy
Deliveries.
t(iu Sum ofall ofthe individual generator ratings ofthe Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were eilher
reduced or suspended under paragraph 12.2.1 or 12.3.1RSH
TH Actual total hours in the current month
Resulting formula being:
Adjusted
Estimated
Net Energy
Amount
((
SGU
TGU a pp4
RSH
))NL,A
t8
).(TH
NItA - Current Month's Estimated Net Energy Amount (Paragraph 6.2)
a.) If tdaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to thc pcrcentagc of curtailmcnt as spccificd by Idd'o
Power multiplied by the TGLJ as defined below.
This Adjustcd Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting
thc Seller's Net Energy or the Seller declarcd a Suspension of Energy Deliveries.
6.3 Failure to Deliver Minimum Amgulls of Net Energy - Unless excused bv an event of Force
Majeure or ldaho Power's inability to accept Nct Energy, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent ( l0%) olthe sum ofthe monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCIIASI] PRICE AND ME,I.IIOD OF PAYMENT
7.1 Surplus Energy -( l) Nct Encrgy produced by thc Scller's Facility and delivercd to the ldaho
Power electrical system during the month which exceeds one hundrcd ten percent (l l0%) ofthe
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) if the Net Energr produced by the Seller's Facility and delivered to the
Idaho Power eleclrical 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 thc ldaho Power electrical system for that given
month, or (3) all Net Energy produced by the Seller's Facility and delivsred by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
lu line Price - For all Surplus Energy, ldaho Power shall pay to the Seller the current7.2 Su
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
7.3 Base Energy The Net Energy produced by the Seller's l"acility and delivered to the Idaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (90%) and less than or equal to onc hundred ten percent ( I l0%) ofthe
l9
monthly Adjusted llstimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
7 .4 Base Enerqy Heavy [.oad Purchase Price - For all Base Energy received during I leavy [-oad I lours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix E or F.
1.5 Basc Eneray Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-leveliz-ed Base Energy Light Load Purchase Price as
specified in Appendix E or F.
1.6 All Hours Energy Price - 'l'he price to be used in the calculation of the Surplus Energy- l'rice and
1.7
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E or F.
lnadvertent Energy -
7.7 .1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to ldaho Power at the Point of Delivery that exceeds ten
thousand ( 10,000) kW multiplied by the hours in the specific month in which the
energy was delivcred. (For example, January contains 744 hours. 744 hours timcs
10,000 kW = 7,440,000 kWh. tsnergy delivered in January in excess of7,440,000
kWh in this example would be Inadvertent Energy.)
7.7.2 Although Seller intends to design and operate the Facility to generate no morc than
ten ( I 0) average MW monthly and therefore does not intend to generate and deliver
Inadvertent Energy, ldaho Power will accept Inadvenent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
7.7 .3 Delivering Inadvertent Energy to Idaho Power for two (2) consecutive months and/or
in any three (3) months during a Contract Year will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
20
'1.8 Seasonal Hvdro Facility eligibility - lf the Facility fails to satisfo the Seasonal llydro 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 the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.8.1 Annual elisibilitv audits - On or before February l5th ofthe year following the first full
calendar year after the Opcrations Date and for every calendar year thereafter, Idaho Power
will divide the total Net Energy received from the Facility for the months ofJune, July,
and August by the total Net Enerry received for the previous calendar year to establish a
percentage ofenergy deliveries for the months ofJune, July and August. Any reduction in
energy 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
numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.8. I .1 If this percentage is greater than or equal to fifty-five percent (55%) it will be
dcemed that the Facility has mel the requirements to be classified as a Seasonal
Hydro Facility lor that previous calendar year.
7.8. I .2 If this percentage is less than fifty-five percent (55%), Idaho Power will provide
notification to the project of the Faciliry'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 I lydro Facility energy prices as contained within Appendix F of this
Agreement. Any overpayments will be collected fiom the Facility in equal
monthly payments over the remaining months of the current calendar year. If the
Facility lails to mcet 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.
21
1.9
7.8.1 .3 lfthe Facility fails to achieve this percentage offifty-five percent (55%) for at least
three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
the Facility will be reclassified as a Non-Seasonal l{ydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Energy Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Payments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days ofthe date which Idaho Power receives
and accepts the documentation ofthe monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH (Automated Clearing House), electronic, wire, paper checks or
any other method for making payments to Seller.
Continuine Jurisdiction of the Commission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
1.t0
Power Company v. Idaho Public Utilities Commission and Alton tnergy, Inc , 107 ldaho 781, 693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idaho I 122,
695 P.2d r 261 (1985),n Ene In l)ower Com , I I I Idaho 925, 1Zq P.Zd 400
( 1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and I 8 C.F.R. $292.303-
308
8.t Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable [inergy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
22
ARTICI-E VIII: ENVIRONMIINTAL A'l"t RlBUTES
9.1 Desi
AR'l ICLB lX: f AClLl'l Y AND INI'ERCO\NECTION
of l acilit - Sellcr willdcsign, construct, install. own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery
ofNet Energy and Inadvertent Energy to the ldaho Power Point ofDelivery for the full term ofthe
Agreement in accordance with the GIA.
MIITIIRIN(i, MF;I ERING COMMUNICA'l loliS AND SCADA l'EI-t:\4ltf RY
10. r Meterins - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical cnergy production from the Facility. The metering equipment will bc
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy production, Station Use, maximum energy deliveries (kW) and any other electricity
measurements at thc Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility's clcctricity delivered to the Idaho Power electrical systcm. Spccific
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 ofthis equipment as spccificd in Schedule 72 and the GIA.
l0.Z Meterins 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 metcring data specified in paragraph 10. I to ldaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metcring
communications equipment will be established in the GIA process and documented in the GlA.
10.3 Supervisory ControI and [)ata Acquisition (SCADA) Telemetrv - In addition to the requirements
of paragraph 10. I and I 0.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing ldaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
zs
ARTICLE X:
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'l'elemetry 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.
ARI'ICI,E XI . RECOI{DS
ll.l Maintenancc ofRecords - Seller shall maintain monthly records at the Facilily or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to ldaho Power. Monthly records shall be retained
for a period of not less than five (5) years.
11.2 lnspection - Either Party, after reasonable notice to thc other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent [lnergy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTICt.E XII: OI't.RA'l'IONS
12,1 Communications - ldaho Power and the Seller shall maintain appropriate operating
communications through Idaho Powcr's Designated Dispatch Facility in accordance with the GIA.
12 -2 Acce ce of llner
12-2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
lnadvertent Energr which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) lf generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If intemrption of generation deliveries is allowed by Section 210 ofthe
24
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. $292.304
c.) If temporary disconnection and/or intenuption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If ldaho Power determines that curtailment, intenuption 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, Selle/s operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
I 2.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable energv 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 Suspension of Enerev Deliveries
12.3.1 lf the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
25
12.3
12.3.2
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries ofNet Energy (kW) to ldaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration lor a period of not less than forty-eight (48) hours ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension ofEnergy Deliveries will begin at
the starl of thc next full hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and will continue for the time as specified in the written notification
provided by the Seller. ln the month(s) in which the Declared Suspension of Energy
occurred, the Estimated Net Energy Amount will be adjusted as specified in paragraph
6.2.3.
Ifthe Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph I 2.3.1, the Seller will notifr the Designated Dispatch Facility by tclcphone. The
beginning hour ofthe Declared Suspension ofEnergy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty-four (24) hours after the telephone contact, provide Idaho Power a written noticc in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to ldaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours)- Idaho Power will review the documentation
provided by the Seller to determine ldaho Power's acceptance of the described Forced
Outage as qualifoing for a Declared Suspension of Energy Deliveries as specified in
paragraphl2.3.l.ldahoPowcr'sacceplanceoftheSeller'sForcedOutageasanacceptable
F'orced Outage will be based upon the clear documentation provided by the Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
26
lZ.4 Schcduled Maintenance - On or before January 31" of each calendar year, Seller shall submit a
written proposed maintenance schedulc ol significant F'acility maintenance for that calendar year
and ldaho Power and Seller shall mutually agree as to the acceptability ofthe proposed schedule.
lf the Seller intends to perform planned maintenancc at approximately the same time every year,
the Seller may submit a maintenance schedule lor the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies ldaho Power ofa change to this schedule. The Parties det€rmination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 ldaho Power Maintenance Information - U pon rcceiving a written request from the Seller, ldaho
Power shall provide publicly available information with regard to ldaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to internrpting the interconnection or curtailing deliveries from the Seller's F'acility. Seller
understands that in the case of emergency circumstanccs, real time operations of the elcctrical
system, and/or unplanned events, ldaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction ofelectrical enerry deliveries to ldaho Power.
AR,I.ICLE XIII: INDF,MNIFICATION AND INSURANCE
l3.l Indcmnification - Each Party shall agree to hold harmless and to indemnily thc other Parly, its
officcrs, and employees against all loss, damage, expense and liability to third persons for injury to
or death of person or injury to property, proximately caused by the indemnifying Party's, (a)
consffuction, ownership, operation or maintenance of, or by failure of, any of such Party's works
or facilities used in connection with this Agreement, or (b) negligent or intentional acts, errors or
omissions. The indemnifying Party shall, on the other Party's request, defend any suit asserting a
claim covered by this indemnity. I'he indemnifoing Party shall pay all documented costs, including
2l
r i.2
t4. I
reasonable attomey fees that may be incurred by the other Party in enforcing this indemnity.
lnsurance - During the tcrm ofthis 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 ldaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercisc of due diligence, it shall be unable to overcome.
Fluctuations and/or changcs of the molive force and/or the fuel supply are not 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
perlormance is affccted by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence ofthe Force Majeurc, give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of perlormance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been lully performed before such
occurence shall be excused as a result ofsuch occurrence.
28
ARTICLE XIV: IIORCL MAJETJRE
ARTICI,E XV: LIAI}ILITY DIDICATION
l5.l Limitation of l.iabili$,. Nothi ng in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authoriz-ed by this Agreement.
15.2 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 Pa(y or the public or
affect the status of ldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
AIT'I'ICLE XVI EV L
16. I
I,IGAI'ION S
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities ofthe Parties are intended to be several and notjoint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership orjoint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. 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
deemed a waiver with respcct to any subsequent default or other matter.
ARTICI.E XVIII: CHOICE OF LAWS AND VL,NUt,
This Agreement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
Venue for any litigation arising out ofor related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County ofAda.
29
t7.)
|8.t
r 8.2
t9.I
19.2
ARI'ICLE XIX: DISPU'I tS AND DEIAUL I'
Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
Notice of Default
19.2.1 Defaults - lf either Party fails to perlorm any of the terms or conditions of this
Agreement (an "event ofdefault"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. Ifthe defaulting Party shall fail to cure such default within the sixty (60) days
aiter service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2-2 Material Breaches The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence ofthe breach. Idaho Power can
terminate the Agreemenl at any time lollowing the Material Breach unless thcre is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
19.3 Prior to the Operation Date and thereafter for the full term ofthis Agreement, Scller will provide
Idaho Power with the following:
I 9.3. I lnsurance - Evidence of oom pliance with the provisions of Appendix G. If Scller fails
to comply, such failure will be a Material Breach
\9.3.2 Ensineer'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 bc from a
30
20.1
2l.l
22.t
Registered Professional L,ngineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / LeaseV Pcrmits / Determinations - DurinI the full term of lhis 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 olany new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4.1 .l . If a1 any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may only be
cured by Seller submitting to ldaho Power evidence ofcompliance from the permitting
agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZA.IION
This Agreement is subject to the jurisdiction of those govemmental agencies having control over
either Party ofthis Agreement.
ARTICI,Il XXI: C0MMISSION ORDIT.R
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 for ratemaking purposes.
AR,TICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
31
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which ldaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to all ofldaho Power's rights, obligations and interests underthis Agreement. Any
purported assignment in derogation ofthe foregoing shall be void. This article shall not prevcnt a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARI'ICLt, XXIII: MODIFICATION
23.t No modification to this Agreem€nt shall be valid unless it is in writing and signed by both Panies
and subsequently approved by the Commission.
AR.I.ICLE XXIV: TAXES
24.)Each Party shall pay before delinquency all taxes and other govemmental charges which, iffailed
to be paid when due, could result in a lien upon the Facility or the lnterconnection Facilities.
ARTICLE XXV: NO'l ICES AND AUTHORIZIID A(ltiN I'S
25. t Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class. postage prepaid. as follows:
'I'o Sellcr:
Original document to
David Stcphenson
Big Wood Canal Company
409 N. Apple Strcct
Shoshone, ldaho 83352
[e-mail]
Copies to:
)z
'fed Sorenson
1032 Grandview Drive
lvins. UT 84738
[e-mail]
To ldaho Power:
Vicc Prcsident, Power Supply
Idaho Power Company
PO Box 70
Boise. Idaho 83707
com
Cool' ofdocument to:
Cogeneration and Small Power Production
ldaho Power Company
PO Box 70
Boise, Idaho 83707
[e-mail]
Either Party may changc thc contact person and./or addrcss information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAsent(s)
Name
David Stephenson Manager
Ted Sorenson Agent
George Elliott ABent
Miriah Elliott Agent
The Seller may modify the Authorized Agents by requesling and completing an Authorized
Agcnt form provided by ldaho Power. This document will include the requested changes and
require signature(s) from an authorized party ofthe Seller.
33
Orisinal document to:
Title
ARTICI,I] XXVI: ADDITIONAI, TIIRMS AND CONDITIONS
26.1 Equal Emoloyment. Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of38 U.S.C. S 4212, Executive Order I 1246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity lor employment on
govemment contracts. To the extent this Agreement is covered by Executive Order 11246, the
Equal Opportunity Clauses contained in 4 I C.F.R. $60- I .4, 4 I C.F.R. $60-250.5, and 4l C.F.R.
$60-741 .5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconneclion 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
ldaho 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
Opcration 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 1,2019, 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 for full capacity payments for existing projects that have requested
replacement contracts after their existing contract expires.
34
26.3 1'his Agreement includes the following appendices, which are attached hereto and included by
relerence:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivcry
AppendixC - Engineer's Certifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Enerry Prices
Appendix F - Non-Seasonal Hydro Facility Energy Prices
Appendix G - lnsurance Requirements
ARTICLE XXVII: SEVERABILITY
27.)The invalidity or unenforceability ofany lerm or provision ofthis Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respccts as ifthe invalid or unenforceable term or provision wcrc omitted.
ARTICLE XXVIII:COTJN'I'L,RPARTS
28.l This Agreement may be executed in two or more counterparts, cach of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
35
29.t
By
Dated
ARTICLE XXIX: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement ofthe Parties conceming the subject matter
hereofand supersedes all prior or contemporaneous oral or written agreements between the
Parties conceming the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set fonh below:
ldaho Power Companv Big Wood Canal Company
By
Tessia Park
Vice President, Power Supply
2?-l
"ldaho Power"
David Stephenson
Manager
Dated //-t* t ,
"Seller"
t.zt
36
APPENDIX N
A -I MONI'HLY POWER PRODUCTION AND SWITCHING REPOR'I'
At the end ofeach month, the power production and switching report will be emailed to:
[e-mail]
If email is not available, then thc report can be mailed to:
Idaho Power Company
Cogeneration and Small Power Production Reports
C/O Financial Accounting
l22l W. ldaho
Boise. ldaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the l'acility'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
energJ measurements to adequately administer this Agreement. This document shall be the document to
enable [daho Power to begin the encrgy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check ofthe
automated meter reading information that will be gathered as described in item A-2 bclow:
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING RIPORT
Month Year
Project Name
Address
City
P roject
Phone Number:
State zip
Facilill
Output
Station
Lsase
kw
Breaker Closing Record
Date Time Meter Reason l)atc Time Mete r
* Breaker Openins Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of lPCo System
4 ScheduledMaintenance
5 Testing of Protection Systems
6 Cause Unknown7 Other (Explain)
I hereby certify that the above meter readings
are true and corrcct as of Midnight on the last day
ofthc above month and that the switching record is
accurate and complete as required by the fnergy
Sales Agreem€nt to which I am a Party.
Signature
38
Date
Metered
Maximum
Net Cencration
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kwh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided m€tering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at l2:00 AM (Midnight) of
the last day ofthe month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any othcr rcquired energy measurements to adequately administer
this Agreement.
4.3 SELLER CONTACT INFORMA'I'ION
Seller's Contact Intbrmation
Proiect Managcment
Name: 'l'ed Sorenson
Cell Phone: [phone]
24-Hour Project Operational Co41qq!
Namc: f)ale Hellwinkel
Ccll Phone: 208-358-l7l I
39
APPENDIX B
FACII,Il'Y AND POINl' OF DEl-IVI]RY
Project Name: Jim Knight Hydro Projcct
ts-l
Project Number: 3 l4l 5095
DESCRIPTION OF I.'ACILITY
The Jim Knight hydro facility is located on the South Gooding Main Canal, near Cooding,
Idaho. The vertical shaft Kaplan type turbine with manually adjustablc blade will be completed
in 2020. The manulacturer is China Chang Jiang Energy Corp.
Facility Nameplate Capacity: 475 kW
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled
Any modifications to the Facility, including but not limited to the gcncrator or turbine, that
(l ) increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualifying Facility
Category, or (3) changes the Primary Energy Source or (4) changes to thc generator fuel and
subsequcntly the lueled Rate or Non-Fueled Rate, will require a review ofthe Agreement terms,
conditions and pricing and Idaho Power, at its sole dctcrmination, may adjust thc pricing or
terminate the Agreement. If the Agrcement is terminated because of said modifications, the Seller
will be responsible for any Termination Damages.
LOCAT'ION OF FACILITY
Near: Gooding, ldaho
Actual or nearest physical street address: 52400 E US Highway 26
GPS Coordinates: Latitudc Decimal Degrees 42.927827
LongitudeDecimal Degrees -114.610513
State: Idaho County: Gooding
Description of Interconnection Location: 42.927958 Latitude, -114.610E00 Longitude
SCHEDUI-ED FIRST ENERGY DATE AND OPERATION DATE
This Facility is interconnected and already delivering energy to Idaho Power in accordance with a
Firm Energy Sales Agreement that will expire at hour ending 2400 on May 3 l, 2020, it is expected
that the First Energy Dat€ and the Operation Date for 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
40
B-3
B-4
B-5
B-6
AM on June 1, 2020, provided that the Commission approves the replacement Agreement and the
Seller completes all of the Article IV and Article V requirements prior to May 3'1,2020.
MAXIMUM CAPACIl'Y AMOUNT:
The Maximum Capacity Amount is 475 kW which is consistent with the value provided by the
Seller to ldaho Power in accordance with the GIA.'Ihis value is the maximum generation (kW)
that potentially could be delivered by the Seller's Facility to the ldaho Power electrical system at
any moment in time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point ofwhere the
Seller's Facility energy is delivered to the ldaho Power electrical system. The GIA will determine
the specific Point of Delivcry for this Facility. The Point of Delivery identified bythe CtA will
become an integral part of this Agreement.
LOSSES
If the tdaho Power metering equipment is capable ofmeasuring the energy delivcries by the Seller
to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for this
Facility. Ifthe Idaho Power metcring equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at one
and twenty-two one hundredths percenl (1.2?o/o) ofthe kWh electricity production recorded on the
Facility generation metering cquipment. Ifat any time during the term of this Agreement, ldaho
Power determines that the loss calculation needs to be revised due to a change in the electrical
equipment or some other factor, then Idaho Power may adjust ths calculation and retroactively
adjust the previous month's kWh loss calculations.
B-7 DESTGNA'['ED NETWORK RESOURCE (DNR)
1-his Facility is an ldaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is l) executed and approved by the Commission, and 2) a
GIA has been executed by both parties and 3) the Seller is in compliance with all requirements of
that (;lA.
ldaho Power cannot accept or pay for generation from this Facility ifthe Facility has not achieved
the status of being an ldaho Power DNR. Federal Energy Regulatory Commission ('FIIRC")
rules require ldaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much ofthe information ldaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt ofthe required information from the Seller. Prior to Idaho Power
beginning the process to enable ldaho Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation Interconnection application, 2) submitted all information
required by ldaho Power to complete the application, and 3) either executed this Agrccmcnt 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 signilicantly impact ldaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPI]RA]'IONS & MAINTENANCII POI,ICY
1he undersigned . on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
I . That Engineer is a l,icensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Ilnergy Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer, and as Seller, datcd
3. That the cogeneration or small power production project which is the subject oIthe Agreement and
this Statement is identified as ldaho Power Company Facility No and is hereinafler
referred to as the "Project."
4.ThattheProject,whichiscommonlyknownasthe-Project'islocatedin
Section _ Township _ Range _, Boise Meridian,County, Idaho.
5.Ihat Engineer recognizes that the Agreement provides fbr the Project to furnish electrical energy
to ldaho Powcr fbr a year period
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants ofthe same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this 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 Projecfs
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 ofthe Agreement, is
43
9
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets hiVher hand and seal below.
Bv
(P.E. Stamp)
f)atc
44
1
APPI]NDIX C
t,N(iINF,I,,R'S CL,R IIi'I( A I'IO\
oF
ONGOING OPERA'f IONS AND MAIN-I'ENANC]I]
The undersigned on behalf of himselfThcrsclf
and hereinafter collectively refcrred to as "Engineer," hereby states and
certifies to the Seller as follows:
'l'hat Engineer is a l,icensed Professional Engineer in good standing in the State of ldaho.
'l'hat Engineer has reviewed the Energy Sales Agreemcnl, hereafter referred to as the "Agreement,"
between ldaho Power as tsuyer,and as Seller, dated
3, -l'hat the cogcneration or small power production projcct which is the subject ofthc Agrcement and
this Statcment is identified as ldaho Power Company Facility No and hereinafter referred
to as the "Project".
4. l'hat the Project, which is commonly known as the _Projecq is located in
Section Township _ Range Boise Meridian.County, [daho
5. That Engineer recognizes that the Agreement provides for the Project to lumish electrical energy
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and opcration ofelectric power
plants ofthe same type as this Project.
7. Thal Engineer has no economic relationship to the Design Engineer ofthis Project.
45
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies. based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has becn
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
_ years ofthe Agreement.
9. l'hat Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 ofthe Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
By
(P.8. Stamp)
Date
46
APPENDIX C
ENGINL,BR'S CE,RTIIICATION
OF
DESIGN & CONSTRUCTION ADI]QUACY
'lhc undersigned on bchalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and certifies
to ldaho Power as follows:
l. 'that Engineer is a Licensed Prolessional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agreement", between Idaho Power as Buyer, and s Seller, dated
I'hat the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identificd as ldaho Power Company Facility No and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the _Project, is located in
Section _ Township Range _, Boise Meridian,County, ldaho
5.That Engineer recognizes that the Agreement provides lor the Project to furnish electrical
energy to ldaho Power lor a year period
6. -l'hat tsngineer has substantial experience in the design, construction and operation of
electric power plants ofthe same type as this Project.
7. That lingineer has no economic relationship to the Design Engineer ofthis Project and has
made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
fumished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
41
3.
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. I'hat the design and construction ofthe Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Projccl is capable of performing in accordance with the
terms ofthe Agreement and with Prudent Electrical Practices lor a _ year period.
11. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is rclying on Engineer's representations and
opinions contained in this Statement.
\2. 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.
tlv
(P.t,. Stamp)
Datc
48
FORMS OI. LIQUID SI]CURITY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to ldaho Power
to satisfy the Sccurity Deposit requirement and any other security requirements within this
Agreemenl.
!'or 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 Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, [nc. shall be deemed to
have acceptable fi nancial creditworthiness.
Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security Seller shall deposit funds in an escrow account established by the
Scller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all sccurity 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
49
APPIINDIX D
security requirement within the individually identified accounts. Thc Seller shall be
responsible for all costs
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty lrom a party that satisfies the Credit Requirements, in a
form acceptable to ldaho Power at its discretion, or (b) an irrevocable t€tter of Credit in a
lorm acceptable to ldaho Power, in favor of ldaho Power. The Lefter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregatc Cuaranlee or Letter of
Credit may be provided for all security requirements, however detailed accounting of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisfo each security rcquirement within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Lette(s) of Credit.
50
APPENDIX E
SEASONAL HYDRO I.ACILITY ENERGY PRICE.S
(Prices based on the Maximum Capacity Amount of 475 kW, Non-Fueled Rates)
Ir- I Base Enerqy Heal,v' l,oad Purchase Price - For all Basc Energy received during llcavy Load Hours,
ldaho Power will pay the non-levelized encrgy price in accordancc with Commission Order No.
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied :
Year
Season I -(73.50%)
Mills/kWh
Season 2 - (120.00%)
Mills/kWh
Season3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203 l
2032
2033
2034
2035
2016
2037
2038
2039
2040
2041
57.27
57.99
59.52
61.77
64.43
67.06
69.00
70.24
72.71
73.41
74.98
76.32
78.72
80.63
82.52
84.3 5
86.40
88.05
89.80
91.65
94.07
95.69
93.5 t
94.67
97.18
100.85
t 05.19
109.48
ttz.66
I 14.68
1 17.89
119.86
't22.42
124.61
128.52
r3I.64
134.72
t37.72
141.06
l4J. /t)
146.61
149.64
153.59
156.24
77 .92
78.89
80.98
84.04
87.66
91.23
93.88
95.57
98.24
99.88
I 02.01
I 03.84
107.10
109.70
112.27
t 14.71
I 17.55
I 19.80
t22.18
124.70
127.99
t30.20
5l
E-2 Base Enere.v Light Load Purchase Price - For all Base Iinergy received during l,ight Load Hours,
ldaho 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
seasonali;.ation lactors applied:
Year
Season l-(73.50%)
Mills/kWh
Season 2 - (120.00 %)
MiIvkwh
Season 3 - (100.00 %)
Mills/kWh
2020
2021
2022
2023
20?4
20zs
2026
2027
2028
2025
2030
203 l
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
51.92
52.64
54.17
56.42
59.08
6l .71
63.65
64.89
66.86
68.06
69.63
70.91
73.31
75.28
77 .17
79.00
8t.05
82.70
84.45
86.30
88.72
90.34
84.77
85.94
88.45
92.t I
96.45
100.74
103.92
r05.95
109.1 5
1 I 1.12
l13.68
I 15.88
I t9.79
122.91
t25.99
128.98
132.32
135.02
l3 7.88
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
96.56
99.82
102.42
104.99
101 .49
110.27
112.52
il4.90
I t7 .42
120.71
122.92
52
ll-3 All llours Enersy Price The price to be used in the calculation ol the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
34350 eflective June l, 2019, with full capacity paymcnts per Commission Order No. 32697 and
seasonalization factors applicd:
Year
Season I - (73.50 %)
Millvkwh
Scason 2 - (120.00 %)
Mills/kWh
Season3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
7034
2035
2036
2037
2038
2039
2040
2041
54.89
55.6 r
57.14
59.39
62.05
64.68
66.62
67 .86
69.83
7t.03
72.60
73.94
76.34
78.2s
80.1 4
8l .97
84.02
85.67
87.42
89.27
9t.69
93.3 |
89.62
90.78
93.29
96.96
l0l .30
105.59
t08.77
I 10.79
ll4.00
n5.97
1 r 8.53
120.72
124.64
127.76
130.84
133.83
137.17
139.87
142.72
145.75
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.',|7
100.60
I 03.86
106.46
109.03
l I 1.53
I 14.3 I
l 16.56
l 18.94
12t.46
t24.7 5
t26.96
53
NON.SEASONAL I IYDRO FACILI'I'Y I]NERGY PRICES
(Prices based on the Maximum Capacity Amount of 475 kW, Non-Fueled Ratcs)
F-l Base Enerey Heavy Load Purchase Pricc - For all Base Energy received during I leavy Load Hours,
ldaho 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 %)
MiIvkwh
Scason3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
?032
2033
2034
2035
2036
2037
2038
2039
2040
2041
43.70
44.22
45.55
47 .59
50.05
52.46
54.20
s5.22
56.96
57.94
59.28
60.40
62.s6
64.23
65.88
67 .47
69.27
70.67
72.16
73.7 5
75.91
77.26
71.35
12.)9
7 4.37
77 .70
8t.71
85.65
88.48
90.15
93.00
94.60
96.79
98.61
102.14
104.87
t07.56
l10.15
r 13.09
I t5.37
r r 7.81
120.4t
123.94
126.) 4
59.46
60.1 6
6l .98
64.75
6 8.09
71.38
73.74
7 5.13
77.50
78.83
80.66
u.t7
85.1 I
87.39
89.63
91.79
94.24
96.15
98.t8
100.34
103.28
105.1 2
54
APPENDIX F
I-'-2 Base F,nergy l,ieht Load Purchasc Price lor all Base Energy received during Light Load Hours,
ldaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34350 effective June 1, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Ycar
Season I -(73.50 %)
M ills/kWh
Season2-(120.00%)
Mills/kWh
Season 3 - (100.00 %)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203 I
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
18.35
38.87
40.20
42.24
44.69
47.11
48.85
49.87
5l .61
52.59
53.93
5 5.05
57 .21
58.88
60.53
62.12
63.92
65.32
66.81
68.40
70.56
7t.91
62.62
63.46
65.64
68.97
7?.97
76.92
79.75
8l .41
84.26
85.87
88.05
89.87
93.40
96.1 3
98.82
101.42
r04.35
t06.64
r09.08
il 1.67
I 15.20
I t7 .41
52.t8
52.88
54.70
57.47
60.81
64. l0
66.46
67.85
70.22
7t.55
73.38
74.89
77 .83
80.1 r
82.35
84.5 I
86.96
88.87
90.90
93.06
96.00
97.84
55
F-3 All I Iours Enersv Price - The price to be used in the calculation of the Surplus L,nergy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
34350 eflective June l, 2019, with full capacity payments per Commission Order No. 3269'7 and
seasonalization factors applied:
Ycar
Season I -(73.50%)
Mills/kwh
Season2-(120.00%)
Mills/kWh
Season3-(100.00%)
Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
41.32
41.84
43.17
45.21
47 .66
50.08
5 1.82
52.84
54.5 8
55.56
56.90
58.02
60.1 8
61.85
63.50
65.09
66.88
68.29
69.78
71.37
73.53
74.88
67.46
68.3 r
70.49
7l.81
77.82
8t.77
84.60
86.26
89.1 I
90.7 t
92.90
94.72
98.25
100.98
103.67
t06.27
109.20
lll.49
't t3.92
I t6.52
120.05
t22.26
56.22
56.92
58.74
6l .51
64.85
68. l4
70.50
7t.89
7 4.26
7 5.60
71 .42
78.93
81.87
84.t5
86.39
88.55
91.00
92.91
94.94
97.l0
100.04
l0l .88
56
\
INSU RANCE REQUIRL,M Ii,NTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term ol
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. Ifthe insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notily ldaho Power in writing. 'Ihis notice will
advise ldaho Power of the specific reason lor cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
material change or lapse will constitute a Material Breach and ldaho Power may terminate this
Agreement.
3. Prior to the First Energy datc and subsequently within ten (10) days ofthc annual anniversary
ofthe Operation Date, the Seller shall provide a Certificate of Insurance in the name of ldaho
Power Company and list ldaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insuranoe shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. The
dcductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
57
APPt,NDIX C