20191216Application.pdf

December 16, 2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, ldaho 83714
Re Case No. IPC-E-19-39
The Pico Energy Dairy Digester Cogeneration Facility
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.
Ve ly yours,
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER
Lead Counsel
[e-mail]
REOEIVED
:ligDEC t6 AH 9:33
r'.r,!'i^,^*,rr ,t...lb.lUr\
SIffi*.
an lDAcoRP companY
1221 W. ldaho st. (83702)
PO. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ idahopower.com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH PICO
ENERBY, LLC FORTHE SALEAND
PURCHASE OF ELECTRIC ENERGY
FROM THE PICO ENERGY DAIRY
DIGESTER COGENERATION FACILITY.
CASE NO. rPC-E-19-39
APPLICATION
ldaho Power Company ("ldaho Powe/' 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 Pico Energy, LLC ("Pico" or "Seller") under
which Pico would sell and ldaho Power would purchase electric energy generated by the
Pico Energy dairy digester, cogeneration project ("Facility") located near the city of
Jerome, ldaho.
APPLICATION.l
RECEIVED
:0l9OEC l6 til 9:33
t
SSION
)
)
)
)
)
)
)
)
)
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. This Facility is currently under contract with ldaho Power pursuant to
PURPA with an energy sales agreement that was approved by the Commission on July
1 , 2010. Case No. IPC-E-10-15, Order No. 32024. f he current ESA was effective May
4,2010, and runs for a term of 10 years. Pico is in the process of reconfiguring the facility
from a PURPA Small Power Production facility to a PURPA Cogeneration facility.
Because the reconfigured cogeneration facility utilizes fossil fuel as its fuel source, it will
no longer be eligible for the Small Power Production avoided cost rates, and must utilize
the Commission's approved published avoided cost fueled rates. ldaho Power and Pico
have agreed to terminate the existing Small Power Production facility ESA and enter into
a new, fueled-rate, Cogeneration ESA. The new fueled-project avoided cost rates are
substantially lower than the small power production facility avoided cost rates contained
in the existing ESA. Additionally, the fueled rates have an adjustable component of the
rate that updates on an annual basis when the Commission updates the natural gas
forecast utilized in the Surrogate Avoided Resource avoided cost methodology. ldaho
Power and Pico had a phone conference with Commission Staff on December 12,2019,
to discuss this proposal and process.
2. The ESA submitted herewith is a new contract with the Facility for a new
ten-year term and current terms and conditions for a fueled-rate project. This ESA
complies with the Commission's Order Nos. 32697, 32737, and 32802 from Case No.
GNR-E-1 1-03. The ESA contains fueled-project published rates for projects of 10
average megawatts ("aMW") or less pursuant to Commission Order No. 34350, and Order
APPLICATION.2
No. 28945 defining fueled projects as those that utilize fossil fuels as a fuel source and
thus would utilize the fueled project published avoided cost rates. The Facility is an
existing project, continuously under contract that is seeking a replacement agreement.
The existing Small Power Production facility contract contains the Commission's
published avoided cost rates determined pursuant to the Surrogate Avoided Resource
methodology for Small Power Production facilities less than 10 average MW, and has a
capacity component of that avoided cost rate that was being paid to the Facility. The
Facility's output has been included in ldaho Power's Cogeneration and Small Power
Production forecast for planning purposes. The replacement ESA contains capacity
payments for the entire term of the Agreement, with no sufficiency period. See Order No.
32697 at 21-22, 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 "Fueled Projects" category with capacity payments
for the entire term of the ESA.
3. The ESA, dated December 13, 2019, was signed by the Seller on December
12, 2019, and by ldaho Power on December 13, 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.
28945 and 34350 dated May 31, 2019.
I!. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
APPLICATION - 3
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, 2013, respectively, which further clarified certain terms and
conditions of power purchase agreements. Most recently, in Order No. 33898, the
Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology. However, this ESA is a replacement contract and its rates
contain capacity payments for the entire contract term.
III. THE ENERGY SALES AGREEMENT
6. On December 13, 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 fueled-rate cogeneration project. A copy of the ESA is attached
APPLICATION - 4
to this Application as Attachment 1. Under the terms of this ESA, the Seller elected to
contract with ldaho Power for a 1O-year term using the fueled-project 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 May 4, 2010,
that would terminate by agreement of the parties upon the Operation Date of the fueled-
rate cogeneration ESA if approved by the Commission. The Seller plans to continue
operating and maintaining the Facility with a 2.276 megawatt ("MW') Nameplate
Capacity, (Appendix B. paragraph B-1) and 2.13 MW Maximum Capacity Amount
(Appendix B, paragraph B-4) energy facility located near the city of Jerome, ldaho. The
Facility represents that it is a cogeneration QF under the applicable provisions of PURPA,
and will need to submit a new QF self-certification prior to being granted an Operation
Date under the ESA.
8. The nameplate rating of this Facility is 2.276MW. As defined in paragraphs
1.32, '1 .33, 1.34, and 4.1.4 of the ESA, the Sellerwill be required to provide data on the
Facility that ldaho Power will use to confirm that under normal and/or average conditions,
the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as described in
paragraph 7 .7 of the ESA, should the Facility exceed 10 aMW on a monthly basis, ldaho
Power will accept the energy (lnadvertent Energy) that does not exceed the Maximum
Capacity Amount, but will not purchase or pay for this lnadvertent Energy.
9. As the Facility is already interconnected and selling energy to ldaho Power,
the ESA specifies that the existing FESA shall terminate at the same date and time as
APPLICATION - 5
the Operation Date that is granted underthe new ESA. lt is expected that the Scheduled
First Energy Date, Scheduled Operation Date, First Energy Date, and Operation Date for
this Facility will occur at the same time, subsequent to Commission approval of the ESA
and to be mutually agreed to in writing by both Parties and appended to the ESA. See
Appendix B, paragraph B-3. Articles lV and V of this ESA specify various requirements
that must be met in order 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. An
existing Schedule 72 Generator lnterconnection Agreement, or "GlA," between the Seller
and ldaho Power is in effect. PURPA QF generation must be designated as a network
resource ('DNR") to serve ldaho Power's retail load on its system. ln orderforthe Facility
to maintain its DNR status, there must be a power purchase agreement associated with
its transmission service request in order to maintain compliance with ldaho Power's non-
discriminatory administration of its Open Access Transmission Tariff (OATT) and maintain
compliance with FERC requirements.
11. Additionally, the notification of Net Energy Amount monthly adjustments
described in paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard
Time on the 25th day of the month that is prior to the month to be revised. lf the 25th day
of the month falls on a weekend or holiday, then written notice must be received on the
last business day prior to the 25th.
12. Article XXI of the ESA provides that the ESA will not become effective until
APPLICATION - 6
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, ef seg.
lf, however, the Commission delermines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. As discussed with Commission Staff, because of expedited timelines of the
Facility in its transfer from a Small Power Production facility to a fueled-rate Cogeneration
facility, the parties request that the Commission set an expedited procedural schedule
with a 14-day Comment period.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following
Donovan E. Walker
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower. com
dockets@ idahopower. com
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
APPLICATION - 7
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
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 16th day of December 2019.
DON
Attorney for ldaho Power Company
APPLICATION . 8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 'l6th 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:
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email
[e-mail]
Peter Richardson
515 N. 27th Street
Boise, lD 83702
peter@ richardsonadams. com
C risty po lAssistant
APPLICATION - 9
Jamie Wallace
680 Anderson Drive,
Foster Building 10, Ste. 58
Pittsburg, PA 15220
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. !PC-E-19-39
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENL,RGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
PICO ENERGY, LLC
TABLE OF CONTENTS
TITI,E,
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnifi cation and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severabi I ity
Counterparts
Entire Agreement Signatures
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Fueled Other Facility Energy Prices
Insurance Requirements
I
2
,
4
5
6
7
8
9
t0
ll
t2
l3
t4
l5
l6
t7
l8
l9
20
2t
22
23
25
76
21
28
29
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
ENERGY SAI,ES AGREEMENT
(Fueled Other Facility l0 average Monthly MW or Less)
Project Name: Pico Energr, L[,C
Project Number: 40565975
THIS ENERGY SALES AGREEMENT ('AGREEMENT"), entered into on this /3F?ay of
u$bL\* 20l{, beween PICO ENERGY, I-LC, an Idaho limited liability company (Seller), and
IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hcreinafter sometimes referred to
collectively as "Parties" or individually as "Party."
WITNI]SSETH:
WHEREAS, Seller owns, maintains and operat€s a PURPA Qualiffing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA QualiSing Facility.
THEREFORE, In consideration ofthe mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
AR |ICLE I: DllI-'INITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adiustable Comoonent" - The adjustable portion of Fueled Rates that shall be changed
periodically subject to Commission orders. 'Ihe Adjustable Component is normally set by the
Commission in its annual update to the Suftogate Avoided Resource methodology.
1 .2 "Adiusted Estimated N " - The Estimated Net Enerry 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.
1.3 "Authorized Acent" - A person or persons specified within paragraph 25.2 ofthis Agreement as
being authorized and empowered, for and on behalfofthe Seller, to execute instruments,
I
1.4
agreements, certificates, and other documents (collectively ''l)ocuments") and to take actions on
behalfofthe Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
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
Seller for all purposes.
"Commission" - The Idaho Public Utilities Commission.
Damaqcs" - Current month's lnitial Year Monthly Estimated Net Encrgy Amount as
1.5 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
L6 "Delav Cure Period" - One hundred twenry ( | 20) days immediately following the Scheduled
Operation Date
specified in paragraph 6.2.I as of the Effective Date divided by the number of days in the current
month multiplied by the number of days in the Delay Period in the curent month multiplied by
the current month's Delay Price.
Ltl "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.9 "Delav Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix E and F of this Agreement. lf this
calculation results in a value less than zero (0), the result ofthis calculation will be zero (0).
Designated Network Resource (DNR)" - A resource that is designated for Idaho Power network
| .7 "Delay
I .10
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
"Designated Dispatch Facility" - Idaho Power's [,oad Serving Operations, or any subsequent
group designated by Idaho Power.
2
l.1l
I Avoided emissions may or may not have any valuc for CIIC compliance pwposes- Although avoided
emissions are included in the list ofEnvironmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
3
I .12 ' Effed!y9_Da!9" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Enerry Sales Agreement was fully executed by both
Parties.
I . l3 "Environmental Attributes" - Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Aftributes include but are not limited to: ( I ) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions ofcarbon dioxide (COz),
methane (CIIn), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat ofaltering the Earth's climate by trapping heat in the atmosphere;r (3) the
reporting rights to these avoided emissions, such as REC Reponing Rights. REC Reporting
Rights are the right ofa REC purchaser to report the ownership ofaccumulated RECs in
compliance with federal or state law, ifapplicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) ofThe Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and intemational or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated v'/ith one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
t.l4
t.l5
lieu ofthe investment tax credit pursuant to Section 1603 ofthe American Recovery and
Reinvestment Act of2009, or (iv) emission reduction credits cncumbered or used by the Facility
for compliance with local, state, or federal operating and/or air qualiry permits.
"Estimated Net Enerev Amount" - The monthly Estimated Net Encrgy Amount (kWh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
"Iaciljry" - That electric generation faciliry described in Appendix B ofthis Agreement
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery fbr non-economic reasons, as a result of ldaho Power or Facility: I )
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction ofthe Facility or
electrical lines required to serve this 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.
"Igglsd_Rates" - Fueled Rates shall apply to Qualifring Facility projects lueled with fossil fuels
as described in Schedule 73, Rate Options.
r Interconnection " - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the [daho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
4
I .l 6 "Facilitv NameDlate CaDaciW" - The sum of the individual Generation ljnit Name p late
Capacities that are installed at this Facility
l.l7 "First Enersv'Date" Thc day commencing at 00:01 hours, Mountain f ime, tbllowing the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
I .l 8 "Forced Oulagq" - A partial or total reduction of a) the Facilir;*'s capaciry to produce and/or
t.19
1.20
1 .21
I .22.
"Generation Unit" - A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent ofoth€r Ceneration Units
within the same F-acility.
'Eegtry-lgadXgClqnQ" - The daily hours, applicable to energy deliveries, from hour ending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
"lnadvertent Energy" - Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreement.
"Interconnection Facilities" - All equipment specified in the GIA.
"lnitial Caoaciw Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten ( l0) average
megawatts (MW) per month.
"Lieht Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day. Thanksgiving and Christmas.
"Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occuning as a result
ofthe transformation and transmission ofenergy between the point where the Facility's energr is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
' MskstEqCrly_&9&r9!99Esg" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
' MA!9It4LE!q4Sh" - A Default (paragraph 19.2. I ) subject to paragraph 19.2.2.
"Maximum Capaciw Amount" - The ma,rimum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
' Ula-Cotumbia tvtarte " - Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's lntercontinental Exchange ("ICE") daily firm
1.23
I .24
1.25
1.26
1.27
l .28
t.29
r.30
)
1.3 I
Mid-C Peak Avg and Mid-C OfI-Peak Avg index prices. Each day's index prices will
rcflect thc relative proportions ofpeak hours and off-peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:
n
824 r ( I {flCE Mid-C Peak Avg* i IIL hours for day) +
x=l
(lCE Mid-C Off-Peak Avg'. t LL hours lor day)) I (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 ofHL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers ofHL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL I lours (for example a Sunday), the respective
averages shall use only prices reported fbr LL hours in the immcdiately prcceding and following
reporting periods or days. Ifthe day for which prices are not report€d is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for H[, IIours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
Ifthe ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a 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.
1.32 "Monthlv Nameolate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.33 "Nameolate CaoaciEr" -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
6
the individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph 4.1.4 ofthis Agreement.
1.34 "Net Energ" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery, Subject to the terms of this Agreement, Seller commits to deliver allNet Energy to
Idaho Power at the Point of Delivery for the full term ofthe Agreement. Net Energy does not
include Inadvertent Energy.
I .35 "Non-Fueled Rates" - Non-Fueled Rates shall apply to Qualifring Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
I .36 'O!hq&gi[ly" - As described in Commission Order No. 32697 and Order No. 32802, a
generating faciliry.' that is not a solar, wind, seasonal hydro or non-seasonal hydro generation
facility.
I .37 ' ape4tjg4 pg!g" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements ofparagraph 5.2 have been completed and after the Seller requested Operation
Date.
I .3 8 "Point of Deliverv" - The Iocation specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power el€ctrical system.
1.39 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.40 "Renewable Energv Cenificate" or "BEe" - A certificate, credit, allowance, green rag- or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes alI Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net F,nerry.
7
I.4t
1 .4?
I .43
I .44
I .45
1 .46
| .47
"SshqdulEd_A!9lalq_AAlq" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
reasonable estimate ofthe date that the Seller anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliance items.
"Schedule 72" - Idaho Power's TariffNo. l0l , Schedule 72 or its successor schedules as
approved by the Commission.
"Schedule 73" - Idaho Power's TariffNo. I 0 I, Schedule 73 or its successor schedules as
approved by the Commission.
"Sg4gqn" - The three periods identified in paragraph 6.2.1 ofthis Agreement.
'SgsgIirylDepqs4" - $45 per kW Nameplate Capacity of the entire Facility.
"Etafia!_U!9" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
"Termination Damages" - Financial damages the non-defautting party has incurred as a result of
termination of this Agreement.
ARI'ICLE II: NO REI.IANCE ON IDAHO POWER
2.\ Seller Independent Investisation - Seller warrants and represents to Idaho Power that in enlering
into this n greement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplaled by this Agreement.
2.2 Seller lnde dcnt Exoerts - All professionals or experts that Seller consulted or relied on have
been solely those of Seller
ARTICLII I II: WARRANl'lllS
3, I No Warranty bv Idaho Power - Any review, acceptance or failure to revic\l' Scller's dcsign.
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
8
3.2
3.3
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Oualilvine Facility Status - Sell€r warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in I 8 C.F.R. $292.201 et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualiffing l-acility status during the term of this Agreement
and Seller's failure to maintain Qualilying Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualiffing Facility status and
associated support and compliance documents at any time during the term ofthis Agreement.
Other Facility Oualifications - Seller warrants that the Facility is an "Other" Facility as that term
is defined in paragraph I .35 of this Agreement. Seller will lake such steps as may be required to
maintain the Other Facility status during the full term of this Agreement, Idaho Power reserves
the right to review the Other Faciliry sratus of this Facility and associated support and compliance
documents at any time during the term oI this Agreement.
AR |ICLE IV: CONDITIONS TO ACCEPTANCI: OF ENERGY
4.1 First Enerey Date - Prior to the Effective Date of this Agreement. this Facility has been delivering
energy to Idaho Power in accordance with a l-irm Energy Sales Agreement dated May 4, 2010,
that shall terminate at the same date and time as the Operation Date that is granted under this
Agreement. and some of the requirements of this Article are similar to the requirements of that
previous agreement. Prior to the First Energy Date and as a condition ofldaho Power's
acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power shall
review the previously provided information and at Idaho Power's sole discretion may I ) accept
the previously provided information as meeting the requirements of this Articlc or, 2) require
updatcs to the previously provided information or 3) require the Seller to provide new
information to complete the following requirements.
9
4.1.1 Licen s
4.t.2
4.1.3
l'ermi Dcterminations - Submit prool to ldaho Powcr that
all licenses, leases, permits, determinations and approvals necessary for Sellsr's
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.l'-.R. $292.201
et seq. as a certified Qualifuing Facility and evidence of compliance with the eligibility to
be classified as an Other Facility as defined in paragraph I .40 of this 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 Idaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. I .l
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is 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 form acceptable to Idaho Power and will acknowledge that the attomey rendering
the opinion understands that ldaho Power is relying on said opinion. ldaho Power's
acceptance ofthe form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord ofthe
American Bar Association Section of Business Law ( 199 I ).
Commission Approval - Confirm with Idaho Power that Commission approval of this
Agreement in a tbrm acceptable to ldaho Power has been received.
4.1.4 Initial CaDacity Determination - Submit to ldaho Power such data as Idaho Power ma
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover dat4 resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt of this information, Idaho Power will
review the provided data and if necessary, request additional data to completc thc Initial
Capacity Determination within a reasonable time.
)
10
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating ofthe individual
Generation Unis at this Facility does not exceed ten ( l0) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacity ratings
ofthe individual Generation Units to be installed atthis Facility. Idaho Power
will veriI that the data provided establishes the combined Nameplate Capacity
rating ofthe Generation ljnits to b€ 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 If the Maximum Capaciry or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation [Jnits at this Facility exceeds ten ( l0) MW,
Idaho Power will revicw all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten ( l0) average MW in any
month.
4.1.5 Nameplate Capacity - Submit to ldaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility. The sum of the individual Generation
Unit capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this
data, Idaho Power shall review the provided data and determine ifthe Nameplate
Capacity specified is reasonable based upon the manufacturer's specified generation
ratings for the specific Generation Units.
4.1.6 Compleliqn Certificate - Submit a cenificate execuled by an authorized agent of the Seller
attesting that all mechanical and electrical equipment ofthe designated Generation Uni(s)
has been completed to enable the Gen€ration Unit to begin testing and deliver Test Energy
in a safe manner.
Insurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
Interconnection - Provide written confirmation from Idaho Power's business unit that
1l
4.1 .7
4.1.8
administers the GIA that Seller has satisfied all interconnection, hourly metering and
t€sting requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
4-1.9 Desisnated Network Rcsource (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 of 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 accepting any energy from this Facility,
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission nelwork upgrades will be required. The results of this study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 Al least thirty (30) days prior to the Scheduled First Energy Date and aft€r 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. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must noti! Idaho Power
ofthis revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
4.l.l0 Written Accg!]Lalee - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance ofenetgy 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.
t2
ARTICLE V: TURM AND OPERA]'I oN DA',t tl
5. t Term - Subject to the provisions of paragraph 5.7 below, this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period often ( l0) Contract Years
fiom the Operation Dat€, except that if the Operation Date is granted for a date that is after the
Scheduled Operation Date identified in Appendix B, in which cas€ the Term shall start on the
Scheduled Operation Date.
5.2 Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreement dated May 4, 2010, that
shall terminate early at the same date and time as the Operation Date that is granted under this
Agreement, and some of the requirements of this Article are very similar to the requirements of
that previous Agreement. Idaho Power shall review the previously provided information and at
Idaho Power's sole discretion may l) accept the previously provided information as meeting the
requirements of this Article or 2) require updates to the previously provided information or 3)
require the Seller to provide new information to complete the following requirements. A single
Operation Date will be granted for the entire Facility and may occur only after the Facility has
achieved all of the following:
5.2.1 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 Facility is able to provide energy in a
consistent, reliable and safe manner.
5.2.3 Engineer's Certifications - Submit an executed Enginee/s Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These c€rtificates will be in
the form specified in Appendix C but may be modified to the ext€nt necessary to recognize
the different engineering disciplines providing the certificates.
5-2-4 Seller has requested an Operation Date from ldaho Power in a written format.
l3
5.2.5 Seller has received tritten confirmation from Idaho Power ofthe Operation Date.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set lorth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Pa(ies, shall not prevent Delay Damages or Termination Damages lrom
being due and owing as calculated in accordance with this Agreement.
5.4 Termination - lf Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Dclay Cure Period. IfSeller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no [unhcr notice required
5.5 Delav Damages Billins and Payment Idaho Power shall calculate and submit to the Seller anv
Delay Damages due ldaho l'ower within fifteen ( I 5) days after the end of each month or within 30
days ofthe date this Agreement is terminated by Idaho Power.
5.6 Terminationf)amase uillinqa nd Pavment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall respond within l5 days. In the event ofa dispute regarding the calculation
of l'ermination Damages, either party may resort to a court of comp€tent jurisdiction.
5.1 Seller Payme nt - 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 Seller. Final adjusted
billing being the original billing adjusted to rcflect any mutually agreed to changes from the original
billing. Sellcr's failure to pay these damages within the specified time will be a Material Breach
of this Agreement and ldaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
5.8 SecuriW DeDosit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
t4
this Agreement as the Security Deposit until such time as the SecuriS- Deposit is released by Idaho
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in thc time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
In accordance with Commission Order No. 32697 E(lX8), this Article 5.8 shall not be required in
siluations where the parties arc entering into a new agreement fbr an existing QF project already in
commercial operation so long as the new agreement is between the same parties and there are no
material modifications to the existing QF projcct.
5.8.1 Securi8 Deposit Release - Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination
Damages have been paid in full to ldaho Power.
ARTICLE VI: PURCHASE AND SALE OF NF,T I]NERGY
6.1 Net Enersv Purchase and Delivery - Except when either Party's performance is excused zs provided
herein, Idaho Power will purchase and Seller will sell all ofthe Net Energy to ldaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Deliverv.
6.2 Estimated Net Enersv Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
great€r 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 Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to Idaho Power via email or alternate
methods as specified by ldaho Power.
l5
6.2.1 Month
Agreement
Net Ener Amounts rovided as of t E
Month kwh
f this
Season I
Season 2
March
April
Muy
July
August
November
f)ecember
June
September
October
January
February
1,488,000
1,440,000
1.488,000
1,395,000
I,395,000
1,440,000
1.488,000
1,350,000
r,395,000
l,48E,000
1,488,000
1,392,000
Season J
6.2.2.Seller's Adiustment of Esti ated Nct I'.ncrsv untsAmo - Prior to the Operation Date, the
Seller may revise all of the previously provided monthly Estimated Net EnerB]- Amounts.
This revision must be submitted using the electronic portal provided by Idaho Power if
available. If portal is not available, then written notice must be provided to Idaho Power
by electronic notice (electronic mail) as agreed to by both partics.
6.2.3 Seller's Adiustment of Estimated Net Enersv Amounts After the Oneration 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
25rh day ofthe month that is prior to the month to be revised. If the 25'h day of the month
falls on a weekend or holiday, then ldaho Power must receive the r"rirlon no later than the
last business day prior to the 25e day of the month. For example, if the Seller would like
to revise the Estimated Net Energy Amount for October, they would need to submit a
revised schedule no later than September 25th or the last business day prior to September
25rh.
l6
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. Ifpoftal is not available, then written notice must be provided
to Idaho Power in accordance by electronic notice (electronic mail) as agreed to
by both parties.
b.) Failure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided monthly Estimated Net Energy Amounts.
6.2.4 Idaho Po*er Adiustmen t of Monthlv Estimated Net Enersv Amounts - If ldaho Polver is
excused tiom accepting the Seller's Net Energy as specified in paragraph 12.2. I or if the
Seller declares a Suspension of Energy Deliveries as specified in paragraph 12.3. I and the
Seller's declared Suspension ofEnergv 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 17.2.1 or 12.3.1 occurs will be temporarily
reduced in accordance with the following and only for the actual month in u'hich the event
occurred:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) Ifldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentagc of curtailment as specified by Id*o
Power multiplied by the TGU as defined below.
b.) lf the Seller declares a Suspension olEnergy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as spccified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
Sum ofall ofthe individual generator ratings ofthe Generation
Units at this Facility as specified in Appendix B of this
agre€ment.
TGU
17
RSH =
TH
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the current month
S(;U
NEA TGU x yg4
Rcsulting formula being:
Adjusted
Estimated
Net Energy
Amount
RSH
* ))).(((
This Adjusted Estimated Net Energy Amount will bc used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting
the Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
6.3 Failure to - Unless excused by an evcnt of Force
Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at l€ast ten percent (10%) of the sum ofthe monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event ol
default.
ARI.ICLE VII: PURCHAS I1 PRICE AND METHOD OF PAYMENT
7 .1 Sumlus Energy -( I ) Net Energy produced by the Seller's l-acility and delivered to the ldaho
Power electrical system during the month which exceeds one hundred ten percent (l 10%) ofthe
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) ifthe Net Energy produced by the Seller's Facility and delivered to the
ldaho Power electrical system during the month is less than ninety percent (90%) ofthe monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2.
then allNet Energy delivered by the Facility to the ldaho Power electrical system for that given
l8
n f
month, or (3) all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energ)- that
exceeds the Monthly Nameplate Energy.
7 .Z Sumlus Energy Price - For all Surplus Energy, ldaho Powcr shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
7 .3 Base Energy The Net Energy produced by the Seller's Facility and delivered to the ldaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (90%) and less than or equal to one hundred ten percent (l l0%) ofthe
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
'7.4 Base Enersv Heaw Load Purchase Price- forall Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Healy Load Purchase Price as
specified in Appendix E.
7.5 Base nnersv Lieht Load Purchase Price - l-or all Base Energv received during Light [.oad Hours.
Idaho Power will pay the monthly non-levelized Base Energy Light Load I'urchase Price as
specified in Appendix E,
7.6 All tlours Energv Price - The price to be used in the calculation of the Surplus Iinergy Price and
Delay Damage Price shall be the monthly non-levelized All Hours L,nergv Price as specified in
Appendix E
7.'l Inadvenent Enersy -
7.7.t Inadvenent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten
thousand (10,000) kW multiplied by the hours in the specific month in which the
energy was delivered. (For example, January contains 744 hours. 744 hours times
10,000 kW = 7,440,000 kWh. Energy delivered in January in excess of7,440,000
kWh in this example would be Inadvertent Energy.)
19
1.8
1.'1.2 Although Seller intends to design and operate the Facility to generate no more than
ten ( l0) average MW monthly and therefore does not int€nd to generate and deliver
Inadvertent Energy, Idaho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
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.
Pavments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which ldaho Power reoeives
and accepts the documentation ofthe monthly Base Energy and Surplus Energy actually delivered
to ldaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH ("Automated Clearing Housc"), electronic, wire, paper checks
or any other method for making payments to Seller.
7.9 ContinuinsJurisdicti 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
Po*er CompanY v. Idaho Public Utilities Commission and Afton Energr'. lnc , 107 Idaho 781, 693
P.2d 427 (le84),ldaho Porver m v. Idaho Pr.rblic Utilitics Commissron . 107 Idaho I 122.
695 P.2d l26l (1985), Afton Enerev. Inc. v. Idaho Power Companv, lll Idaho 925. 729 P.2d 400
( 1986), Section 2 l0 of the Public Utility Regulatory Policies Act of 1978 and I 8 C.F.R. $292.303-
308.
Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
8.1
20
ARTICLE VIII: FNVIRONMENTAL ATTRIBTITES
ARIICLE IX: FACILITY AND INTERCONNTTCTION
9. I Desicn of Facility - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery
ofNet Energy and Inadvertent Energy to the ldaho Power Point of Delivery for the full term ofthe
Agreement in accordance with the GIA
METERING. ME,TIIRING COMMLNI CATIONS AND SCADA TITLEMETRY
1 0.1 Meterins - ldaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical €nergy production from the Faciliry. The metering equipment will be
capable of measuring, recording, rctrieving and reporting the Faciliry's hourly gross electrical
energy production, Station [Jse, maximum energy deliveries (kW) and any other electricit]
measurements at the Point of Delivery that [daho Power needs to administer this Agreement and
integrate this Facility's electricity delivered to the ldaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in
the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
Meterins Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable ol
transmitting the metering data specified in paragraph l0.l to ldaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements flor this metering
communications equipment will be established in the GIA process and documented in the GIA.
ntrol ulsrlron SCADA - In addition to the requirements
of paragraph 10.1 and 10.2, Idaho Power may rcquire telemetry equipment and
telecommunications which will be capable ofproviding Idaho Power with conlinuous
instantaneous SCADA telemetry ofthe Seller's Net Energy and Inadvertent Energ,y production in
2l
10.2
10.3
ARI-ICLE X:
a form acceptable to Idaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated SCADA and telecommunications €quipment. Specific details and requirements for this
SCADA Telemctry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall bc responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
ARTICLE XI . RECORDS
I I .l Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to ldaho Power. Monthly records shall be retained
for a period of not less than five (5) years.
I1.2 Inspection - Either Party- after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pcrtaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .l Communicatiqtrs - ldaho Power and the Seller shall malntaln appropnate operatlng
t2 .2
communications through ldaho Power's Designated Dispatch Facility in accordance with the GIA.
Acceotance of Energ.v -
12.2.1 Idaho Power shall be excused from accepting and paying fbr Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) lf intemrption of generation deliveries is allowed by Section 210 of the
22
Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. S292.304
c.) If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA-
d.) [f Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 lf, in the reasonable opinion of ldaho Power, Seller's operation of the Facility or
Interconnection F-acilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 Ifldaho 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 ldaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
Seller Declared Suspension of Enersy Deliveries
12.3. I If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
23
12.3
12.3.2
Suspension ofEnergy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than forty-eight (48) hours ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension ofEnergy Deliveries will begin at
the start of the next full hour following the Seller's telephone notification as specified in
paragraph l2-3.2 and will continue for the time as specifred in the written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occurred, the Estimated Net Energy Amount will bc adjusted as specified in paragraph
6.2.3.
If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Sellerwill notiry the Designated Dispatch Faciliry by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty-four (24) hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Sell€r 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 Idaho Power's acceptance of the described Forced
Outage as qualifuing for a Declared Suspension ol Energy Deliveries as specified in
paragraph 12.3. I . Idaho Power's acceptance ofthe Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
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.
24
12.4 Scheduled Maintenance - On or before January 3l"rofeach calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
lf the Seller intends to perform planned maintenance at approximately the same time every year.
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maint€nance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power ofa change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Eleclrical
Practices, Idaho Power system requirements and the Seller's preferred schedule.
12.5 Idaho Power Maintenance Information - Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12-6 Contact Prior to Curtailment - Idaho Power will make a reasonable a$empt to contact the Seller
prior to interrupting the interconnection or curtailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency citcumstances, real time operations of the electrical
system. and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction ofelectrical energy deliveries to ldaho Power.
ARTICLE XIII: INDEM}{IFICATION AND INSURANCE
l3.l [ndemnification - Each Party shall agree to hold harmless and to indemnif the other Party, its
officers, and employees against all loss, damage, expense and liability to third persons for injury to
or death of person or injury to property, proximately caused by the indemniffing Party's, (a)
construction, ownership, operation or maintenance of, or by failure of, any of such Party's works
or facilities used in connection with this Agreement, or (b) negligent or intentional acts: erors or
omissions. The indemnifuing Party shall, on the other Party's request, defend any suit assening a
claim covered by this indemnity. The indemniIing Party shall pay all documented costs, including
reasonable attomey fees that may be incurred by the other Party in enforcing this indemnity.
25
t3.2
14. I
Insurance - During th€ t€rm of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix G.
As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. l"orce 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 parry- could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an €vent of Force Majeure, both Parties shall be excused from whatever
performance is affected by the evenl of Force Majeure, ptovided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence ofthe Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully pertbrmed before such
occulrence shall be excused as a result of such occurrence.
26
ARTICLE XIV: FORCE MAJEURE
ARI'ICLE XV: LIABILI'fY : DEDICA.iloN
l5.l Limitation of Liabiliry"- Nothin g in this Agreement shall be construed to create any duq to, any
slandard ofcare with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication ofthat Party's system or any portion thereofto the Party or the public or
affect the status ofldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLT] XVt: SEVERA L oBLIGAI-IoN S
I6.l Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities ofthe Parties are intended to be several and notjoint or collective. Nothing contained
in this Agreement shall be construed to create an association, trust, partnership orjoint venture or
impose a trust or partnership duty, obligation or liability on or with regard to either Parry. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
ARTICLE XVII: WAIVER
l7.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENTJE
l8.l This Agreement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District ofldaho in and for the County ofAda.
27
19. I
t9.2
19.3
XIX: DISPU I.E ANI)FA I,T
Disoutes - 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 - If either Party fails to perform 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, specilying the manner in which such default
occurred. Ifthe defaulting Party shall lail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2. I do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence ofthe breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement lor that specific Material
Breach then that cure, or cure period, shall apply.
Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence ofcompliance with the provisions ofAppendix G. IfSeller fails
to comply, such failure will be a Material Breach.
19.3.2 Ensineer 's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
28
20.1
t9.3.3
Registered Professional Engineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be ar event of default. Such a default may only be
cured by Seller providing the required certificate; and
Licenses / Leasesl Permits / Determinations - During the full term of this Agreement,
Seller shall maintain compliance with all leases, permits, licenses and determinations
described in paragraph 4.1.1 of this Agreement. In addition, Seller will supply ldaho
Power with copies ofany new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation dcscribed in Paragraph
4.1.1 . If at any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
rcquired by this paragraph, such failure will be an event of default and may onlv be
cured by Seller submitting to Idaho Power evidence ofcompliance from the permitting
agency.
ARTICLF, XX: GOVt,RNMI-,NTAL AI.JTHORIZATION
This Agreement is subject to the jurisdiction ofthose govemmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
Idaho Power shall file this Agrecment for its acceptance or rejection by the Commission. This
Agreement shall only become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns ofthe Parties hereto. Neither this Agreement nor any rights or obligations ofeither Parry
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
29
2t.t
22.1
ARTICI-E XXII: SUCCESSORS AND ASSIGNS
2J.t
ARTICLE XXV: NOTICES AND AT,ITHORIZED AGENTS
Notices - All written notices under this Agreement shall be directcd as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postag€ prepaid, as follows:
To Seller:
Original document to:
Pico Energy, [,t,C
Jamie Wallace
680 Anderson Drive, Foster Building 10, Ste. 58
Pittsburg, PA 15220
irr allacelh'lmon
[phone]
30
ukenergr'.com
lwitten consent ofboth Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Po*er may consolidate, merge, conv€y or transfer substantially all of its electric utility
ass€ts, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to allofldaho Power's rights, obligations and interests under this Agreement. Any
purpoted assignment in derogation of the tbregoing shall be void. This article shall not prevenl. 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.
ARTICT,E XXIII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, iffailed
to be paid when due, could result in a lien upon the Facility or the [nterconnection Facilrties.
Copies to
Pico Energy, LLC
Scott Hill
680 Anderson Drive, Foster Building 10, Ste. 58
Pittsburg, PA 15220
s[il I ia),m o n tau ken e r gy. co m
(412) s23-s049
To ldaho ['ower:
Original document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
energycontracts idahopou,cr.com
Either Party may change the contact person and./or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
Name Title
Jamie Wallace General Counsel
Scott Hill Engineer
The Seller may modifo the Authorized Ag€nts by requesting and completing an Authorized Agent form
provided by Idaho Power. This document will include the requested changes and require signature(s)
from an authorized party of the Seller.
AR'I'ICLE XXVI: ADDI'I'IONAL TERMS AND CONDITIONS
Equal Emoloyment. Seller agrees to comply with all applicable equal employment opportunity,
small business. and affirmative action laws and regulations. All Equal Employment Opportunity
31
26.1
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
[e-mail]
Coov ofdocument to:
26.2
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of38 [J.S.C. $4212, Executive Order 1 1246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employment on
government contracts. To the extent this Agreement is covered by Executive Order 1 1246, the
Equal Opportunity Clauses contained in 4l C.F-.R. $60- I .4, 4 I C.F.R. $60-250.5, and 4 I C.F.R.
$60-741 .5 are incorporated herein by reference.
Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility lor all interconnection costs and any costs associated lvith
acquiring adequate firm transmission capaciry to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination Damages associated with the project's failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this Agreement is not
relieved by final interconnection or transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order No. 343 50 elfective June I , 2019, provides the
cunent published avoided costs for Non-Seasonal Flydro 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.
32
26.3 This Agteement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point ofDelivery
Appendix C - Engineer's Certifications
Appendix D - Forms of Liquid Security
Appendix E - Fueled Other Facility Energy Prices
Appendix F - Insurance Requirements
ARTICLt, XXVII: SEVERABILII.Y
21 .1 The invalidity or unenforceability ofany term or provision of this Agreement shall not affect the
validity or enlorceability ofany other terms or provisions and this Agreement shall be construed
in all other respects as ifthe invalid or unenforceable term or provision were omitted.
ARTICI,E XXVIII: COUNTT.]RPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which togeth€r shall constitute one and the same instrument.
33
29.t
By
Dated
ARTICLE XXIX: L,NTIRE AGREIIMENT
This Agreement constitutes the entire Agreement of the Parties conceming the subj€ct matter
hereof and supers€des all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hercof.
IN WITNESS WtIEREOI--, 'l'he Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Pico []nergy. LLC
tsy
Tessia Park
Vice President, Power Supply
tb- n'Dated
"ldaho Power""Seller"
34
l!,^Nt)ku,h-
tq
29.1
By
Dated
ARTICLE XX]X: ENTIRE AGRBEMENT
This Agreement constitutes the entire Agreement ofthe Parties conceming the subject matter
herrof and supersedes &ll prior or contemporan€ous orol or written agrcements between the
Padies concerning the subject mafter hereof.
lN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
ldaho Power Company Pico Energy, LLC
Tessia Part
Vice President, Power Supply
T'E@e,ntfi
/uer^of,e ts, ?P/?
By
flated
"Idaho Power""Seller"
34
APPENDIX A
A -I MONTTII-Y POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
[e-mail]
Ifemail is not available, then the report can be mailed to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on the ldaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to ldaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
eners/ measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check ofthe
automated meter reading information that will be gathered as described in item A-2 below:
35
Pmject Name
Address
City
Idaho Power Company
Cogen€ration end Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project
Phone Number:
State zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Di{ference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter Reason
kw
Net Generation
Breaker Closing Record
Date Mcter
Fecilit"v
Output
Station
Usase
I hereby certify that the above meter readings
arc true and correct as of Midnight on the hst dry
of the above month and that the switching record is
accurate rnd complete as required by the f,nergy
Sales Agreement to which I am a Party.
Signature
36
* Breaker Openine Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 l)isturbance of IPCo System
4 ScheduledMaintenance
5 Testing of Protection Syst€ms
6 Cause Unknown
7 Other (Explain)
llletered
Maximum
Time
Date
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the F'acility recorded at 12:00 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 other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACI' INFORMATION
Seller's Conlact Information
Proiect Manacement
Name:
Cell Phone:
Email:
Name:
Cell Phone:
Email:
Jamie Wallace
(4tz) 147-8720
iwallacerOrnontaukenergv.com
Scott Hill
(412) s23-s049
sh [e-mail]
37
24-Hour Proiect Operational Contact
B-l
B-2
B-3
APPENDIX B
FACILITY AND POINT OF DELIVER'I
Project Name: Pico Energy, LLC
Project Number: 40565975
DESCRIPTION OF FACILITY
Two-GE Jenbacher 416 Gensets. 1,138 kW, 1,890 KVA 60 HZ t693 A @ p.f. = -08 480 V
Facil ity Nameplate Capacity 2.276kW
Qualiling Facility Category (Small Poll'er Production or Cogcneration): Coqeneration
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, (ieothermal): Natural Gas
Fueled or Non-F'ueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Fueled
Any modifications to the Facility, including but not limited to the generator or turbine, that
(l ) increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualifoing Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the generator fuel and
subsequently the F'ueled Rate or Non-Fueled Rate, will require a review ofthe Agreement terms,
conditions and pricing and ldaho Power- at its sole determination, may adjust the pticing or
terminate the Agreement. If the Agreement is terminated because of said modifications. the Seller
will he responsible fbr any Termination Damages.
LOCATION OF FACILITY
Near: Jerome, Idaho
Sections: l9 Township: 8S Range: l6E County: Gooding, ID-
GPS Coordinates: Latitude Decimal Degrees 42.7156
LongitudeDecimalDegrees -l14.6234
State: ldaho County: Gooding
Description of Interconnection Location: The low-side bushings on the pad mounted transformer
(BBD6). Nearest Idaho Power Substation: FIYDA-043.
FIRST ENERGY DATE AND OPERANON DATE
This Facility is interconnected and already delivering energy to Idaho Power in ascordance with an
existing Firm Energy Sales Agreement (.'FESA'). The existing FESA shall terminate at the same
date and time as the Operation Date that is granted under this Agreement. It is exp€cted that the
Scheduled First Energy Date and Scheduled Operation Date, and the First Energy f)ate and
Operation Date for this Agreement shall occur at the same time. Both the First Energy Date and
38
B-4
B-5
B-6
the Operation Date will be at 00:01 AM on a date cenain, subsequent to Commission approval of
this Agreementto be mutually agreed to in writing by both Parties and appended to this Agreement,
provided that the Commission approves the replacement Agreement and the Seller completes all of
the Article IV and Anicle V requiremenLs.
MAXIMUM CAPACITY AMOL]NT:
The Maximum Capacity Amount is 2.13 MW which is consistent with the value provided by the
Seller to ldaho Power in accordance with the GIA- -l'his value is the maximum generation (kW)
that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at
any moment in time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwisc agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Pointof Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the Sellcr
to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for this
Facility. Ifthe Idaho Power metering equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at two
percent (2Yo) of the kWh electricity production recorded on the Facility generation metering
equipment. Ifatany time duringthe term ofthis Agreement. Idaho Power determines that the loss
calculation needs to be revised due to a change in the electrical equipment or some other factor.
then Idaho Power may adjust the calculation and retroactively adjust the previous month's kWh
loss calculations.
39
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing Firm 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 GIA.
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not
achieved the status of being an Idaho Power DNR. Federal Energy Regulatory Commission
CFERC') rules require Idaho Power to prepare and submit the application to achieve f)NR status
for this Facility. Because much of the information Idaho Power needs to prepare the DNR
application is specific to the Seller's Facility, Idaho Power's ability to file the DNR application in
a timely manner is contingent upon timely receipt ofthe required information from the Seller. Prior
to ldaho Power beginning the process to enable ldaho Power to submit a request for DNR status
for this Facility, the Seller shall have I ) filed a Generation Interconnection application, 2) submitted
all information required by Idaho Power to complete the application, and 3) either executed this
Agreement or, at a minimum, provided 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
intbrmation in a timely manner can significantly impact Idaho Power's ability and cost to attain the
DNR designation for the Seller's Facility and the Seller shall bear the costs ofany ofthese delays
that are a result of any action or inaction by the Seller.
40
APPENDIX C
ENGINE[,R'S CERTIFICATION
oF'
OPERATIONS & MATNTENANCE POLICY
The undersigned . on behalf ol himself/herself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
| . That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreemenl, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer, and _as Seller, dated
3. That the cogeneration or small power production project which is the subject ofthe Agreement and
this Statement is identified as ldaho Power Company Facility No and is hcreinafter
referred to as the "Project."
4. That the Project, which is commonly known as the _Projec! is located in
Section _ Township Range Boise Meridian,County, Idaho,
5. That lingineer recognizes that the Agreement provides for the Project to fumish electrical energy
to Idaho Power for a year period
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants ofthe same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
8. That Engineer has reviewed and,/or supervised the review ofthe Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 ofthe Agreement, is
4l
I
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 thetefore sets his/her hand and seal below.
By
(P.li. Stamp)
Date
APPENDIX C
ENGINEER'S CERTIFICATTON
OF
ONGOING OPERATIONS AND MAINTENANCE
-l'he undersigned - on behalf of himself/herself
and hereinafter collectively referred to as "Engineer." hereby states and
certifies to the Scller as follows
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between ldaho Power as Buyer,and AS Seller. daled
'fhat thc cogeneration or small power production project which is thc subject ofthe Agreement and
2
3.
this Statement is identitied as Idaho Power Company Facility No.and hereinafter refened
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 for the Project to furnish electrical energy
to ldaho Power for a _year period.
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plans of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
43
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 1-he Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
_ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 ofthe Agreement,
is relying on Engineer's representations and opinions contained in this Stat€ment.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/trer knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
44
APPL,NDIX C
ENGT\IEER'S CERTIFICATION
ot-'
DESIGN & CONSTRT,ICTION ADEQI]ACY
The undersigncd on behalf of himself/herself and
hereinafter collectively refened to as "Engineer", hereby states and certities
to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter retbrred to as the
"Agreement", between Idaho Power as Buyer. and as Seller. dated
That the cogeneration or small power production project, u'hich is the subject of thel.
Agreement and this Statement, is identified as Idaho Power Company Facility No and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township _ Range _, Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Pmject to fumish electrical
energy to ldaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation ol
electric power plants ofthe same type as this Project.
7 . That Engineer has no economic relationship to the Design Engineer ofthis Project and has
made the analysis ofthe plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, pdme mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
45
applicable codes and consistent with Prudent E,lectrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a _ year period.
ll. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
ofhis/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
46
APPENDIX I)
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter o[ Credit as those terms are defined below or
other forms of liquid tjnancial security that would provide readily available cash to ldaho Power
to satisry the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose ofthis Appendix D, the term "Credit Requirements" shall mean acceptable
financial credit*orthiness ofthe entity providing the securiry instrument in relation to the term of
the obligation in the reasonable judgment ofldaho 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, Inc. shall be deemed to
have acceptable fi nancial creditworthiness.
l. Cash - Seller shall deposit cash in the amount ofthe required Security Deposit with ldaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrou'Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Scller and Seller shall be obligated to maintain the appropriate amounts to salisry each
47
security requirement within the individually identified accounts. The 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 from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting ofthe
individual sccurity requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisry each securiry requirement within the
individually identified accounts.'l'he Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
48
APPL,NDIX !-
[I]I,t,ED O1'HER L'ACILITY ENERGY PRICES
(Prices based on the Marimum Capaciry" Amount of 2.13 MW. Fueled Rates)
E- l Base Enerqy Heaw Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34350 effective June 1,2019, with full capacity payments per Commission OrderNo.32697, plus
the Adjustable Component in effect, and with seasonalization lactors applied. The Adjustable
Componcnt is normally set by thc Commission in its annual update to the Surrogate Avoided
Resource methodology.
Base Energy Heavy Load Purchase Price
Year
20t9
2020
2021
2022
2073
2024
2075
2026
2027
2028
2079
2030
Non-Levelized
Heary Load Price
Mills/kWh
25,44
25.78
26.17
26.47
26.82
27.18
27 .54
27.9t
28.29
28.67
29.06
29.45
Adjustable
Component
MillsAiWh
74.44
Season I Pricing
(13.s%)
Mills,&Wh
36.66
Season 2 Pricing
(tz0%\
Mills/kWh
5 9.86
49
Season 3 Pricing
( r00%)
Miilvkwh
49.88
E-2 Base Energy Lisht Load Purchase Price - For all Base Energy received during t,ight Load Hours,
Idaho Power will pay the non-lcvelized energy price in accordance with Commission Order No
34350 effective June l, 201 9, with full capacity payments per Commission Order No. 32697, plus
the Adjustable Component in effect, and with seasonalization factors applied- The Adjustable
Component is normally set by the Commission in its annual update to the Surrogate Avoided
Resource methodology
Base Encrgy Light Load Purchase Price
Year
2019
7020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Non-Levelized
Heary Load Price
Mills/kWh
18.16
18.50
I 8.84
19.19
19.54
19.90
20.26
20.63
2l .01
2t.39
21.78
22.17
Adjustable
Component
Mills/kWh
24.44
Season I Pricing
(73.s%)
Mills/kWh
31.31
Season 2 Pricing
(120%)
Milts/kWh
51.12
Season 3 Pricing
( 100%)
Mills/kWh
42.60
50
E-3 All Hours Ener&v Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy pricc in accordance with Commission Order
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697. plus
the Adjustable Component in effect, and with seasonalization factors applied. The Adjustable
Component is normally set by the Commission in its annual update to the Surrogate Avoided
Resource methodology.
All Hours Purchase Price
Year
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Non-Levelized
Heavy Load Price
Millekwh
22.20
22.54
22.88
23.23
23.58
23.94
24.31
24_67
25.05
25.43
25.82
26.21
Adjustable
Component
Mills/kWh
2.4.44
Season I Pricing
(73.5o/o)
Mills/kWh
34.2E
Season 2 Pricing
(t2o%)
Millykwh
55.97
Season 3 Pricing
(100%)
Miilykwh
46.64
5l
APPENI)IX G
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry' insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l. All insurance required by this Agreement shall be placed wilh an insurance company with an
A.M. Best Company rating o[A- or better.
2. Ifthe insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiry ldaho Power in writing. This notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation.
material change or lapse u'ill constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First L,nergy date and subsequently within ten (10) days ofthe annual anniversary
ofthe Operation Date, the Seller shall provide a Certiflcate of Insurance in the name ofldaho
Power Company and list ldaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damag€ with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. -l'he
deductible for such insurance shall be consistent with current Insurance lndustrv Utiliw
practices for similar property.
52