HomeMy WebLinkAbout20200421Application.pdfRECEIYED
2020 April21,PMI2:11
IDAHO PUBLIC
ATILITIES COMMISSIONDONOVAN E. WALKER (!SB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: (208) 388-5317
Facsimile: (208) 388-6936
dwalker(Oida hooower-com
Attomey 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 THE
BRIGGS CREEK HYDRO INC, FOR THE
SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE BRIGGS CREEK
HYDRO PROJECT.
CASE NO. !PC-E-20-22
APPLICATION
ldaho Power Company ("ldaho Powef or "Compan/), 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 Briggs Creek Hydro lnc ("Briggs Creek" or
"Selle/') under which Briggs Creek would sell and ldaho Power would purchase electric
energy generated by the Briggs Creek Hydro Project ("Facility") located near the city of
Buh!, ldaho.
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APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The Seller currently has a PURPA firm energy sales agreement with ldaho
Power for this Facility that was executed on June 21, 1984. The expiration date of the
1984 energy sales agreement is September 30, 2020.
2. The ESA submitted herewith is a new contract with the same Qualifying
Facility ('QF") for a new term and current terms and conditions. This ESA complies with
the Commission's Order Nos. 32697,32737, and 32802 from Case No. GNR-E-11-03.
The ESA contains published rates for projects of 10 average megawatts ("aM\M) or less
pursuant to Commission Order No. 34350. The Facility is an existing QF that is seeking
a replacement agreement. The replacement ESA contains capacity payments for the
entire term of the Agreement, with no sufficiency period. See Order No. 32697 at21-22,
Order No. 32737 at 5, and Order No. 32871. Pursuant to the Commission's direction in
its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for
a QF in the "Non-Seasonal Hydro" category based on the surrogate avoided resource
("SAR") avoided cost methodology.
3. The ESA, dated April 17,2020, was executed in compliance with the
Commission's orders directing the implementation of PURPA for the state of ldaho and
contains avoided cost rates pursuant to the Commission's Order No. 34350 dated May
31,2019.
APPLICATION - 2
II. BACKGROUND
4. Sections 201 and 21O of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or smal! power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally refened to as the
avoided cost rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided @sts, to order electric utilities to enter into fixed-term obligations for
the purchase of energy frcm 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.
APPLICATION - 3
III. THE ENERGY SALES AGREEMENT
6. On April 17,z020,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 "Non-Seasonal Hydro" project. A copy of the ESA is attached to this
Application as Attachment 1. Under the terms of this ESA, the Seller elected to contract
with ldaho Power for a 2O-year term using the non-levelized, non-seasonal hydro
published avoided cost rates as currently established by the Commission in Order No.
34350 dated May 31 ,2019, for replacement contracts and for energy deliveries of less
than 10 aMW.
7. Prior to the Effective Date of this ESA, this Facility has been delivering
energy to ldaho Power in accordance with an energy sales agreement dated June 21,
1984, that expires on September 30,2020 ('1984 Agreement"). The Seller plans to
continue operating and maintaining a 600 kilowatt ("kW") (Nameplate Capacity Amount,
paragraph B-1, Appendix B) energy facility located near the city of Buhl, ldaho. The
Facility is a QF under the applicable provisions of PURPA. The prices contained in the
1984 Agreement did not contain value for capacity. However, ldaho Power has
experienced capacity deficiencies during the term of the 1984 Agreement and has added
capacity resources to meet those deficiencies. ldaho Power has included the contribution
of capacity from the Facility in its resource planning activities throughout the term of the
1984 Agreement, including periods of capacity deficiency. Therefore, ldaho Power
believes that the Facility is eligible to receive value for capacity in this ESA for the full
term.
8. The nameplate rating of this Facility is 600 kW. As defined in paragraphs
APPLICATION.4
1.24 and 4.1.4 of the ESA, the Seller will be required to provide data on the Facility that
ldaho Power wil! 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 paragraphT.T
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. The Facility is already interconnected and selling energy to ldaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
thisFacilityof October1,2020. SeeAppendixB. ArticleslVandVof thisESArecognize
that information provided under the previous agreement may still be applicable to this
replacement ESA. As specified in the ESA, ldaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with the
various requirements for the Seller to be granted a First Energy Date and Operation Date
for this replacement ESA. ln addition, ldaho Power wil! monitor the ongoing requirements
through the full term of this ESA.
10. The ESA provides that all applicable interconnection charges and monthly
operationa! or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or 'GlA,' between the Seller and
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ("DNR') to serve ldaho Power's retail load on its system. ln order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
APPLICATION - 5
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. 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
25h day of the month that is prior to the month to be revised. lf the 25h day of the month
falls on a weekend or holiday, then written notice must be received on the last business
day prior to the 25h.
12. Article )fil of the ESA provides that the ESA will not become effective until
the Commission has approved allof 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 incuned 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 determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on September
30,2020, the parties request that the Commission set a procedural schedule that would
result in a final Commission determination prior to the expiration of the existing contract.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
APPLICATION - 6
Donovan E. Walker
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwa lker@ ida hopower.com
dockets@ idahopower.com
Energy Contracts
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
en erqyco ntra cts@ id a ho power. co m
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this mafter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
that all payments for purchases of energy under the ESA between ldaho Power and the
Seller be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 21sr day of April 2020.
Mrilo!4-
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 7
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 21st day of April2020,l served a true and conect
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
Scott Kaster
Briggs Creek Hydro lnc
1429 E 4300 N
Buhl, ldaho 83316
208-731-5499
_Hand Delivered
-U.S.
Mail
_Ovemight Mail
_FAXX Email hvdro2O2O@icloud.com
Christy Davenport, Legal Assistant
APPLICATION - 8
ARTICLE
BNERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BRIGGS CREEK HYDRO INC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Enerry
Term and Operation Date
Purchase and Sale of Net Enerry
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
Govemmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Sigratures
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Non-Seasonal Hydro Facility Enerry Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Briggs Creek Hydro Project
Project Number: 3 15 I 5200 a,THIS ENERGY SALES AGREEMENT (*AGREEMENT'), entered into on this
2020, between BRIGGS CREEK HYDRO INC, (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (ldaho Power), hereinafter sometimes referred to collectively as
"Parties' or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA QualiSing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifring Facility.
THEREFORE, In consideration of the mutual covenants and agreemenrc hereinafter set forth, the
Parties agr€e as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hercto, the following terms
shall have the following meanings:
l.l "Adjusted Estimated Net Ener&v Amount" - 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.
1.2 "&!horized_Agg$" - A person or percons specified within paragaph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents') and to take actions on
behalf of the Seller, and that ldaho Power Company and its directors, officers, employees, and
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agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to ldaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes,
"Commission" - The Idaho Public Utilities Commission.
"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
"Delay Cure Period" - One hundred twenty ( 120) days immediately following the Scheduled
Operation Date.
"Delay Damages" - Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
"Delay Period" All days past the Scheduled Operation Date until the Seller's Facility achieves
thc Operation Date or the Agreement is terminated by Idaho Power.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the cunent
month's All Hours Energy Price as specified in Appendix E-3 of this Agreement. If this
calculation results in a value less than zero (0), the result of this calculation will be zero (0).
"Designated Network Resource (DNR)" - A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet Idaho Power's network load.
"Designaled Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
"Effbctive Date" - The date stated in the opening paragraph of this Enerry Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
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1.4
1.5
1.6
1.7
1.8
1.9
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l,l2..@,,-Anyandallcredits,bencfits,emissionsreductions,offsets,and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: ( 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 of carbon dioxide (COz),
methane (CHn), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law, to contributc to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere;r 13; the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Enerry Policy Act of 1992 and any present or
future federal, state, or local [aw, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any eners/, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
1 Avoided emissions may or may not have any value for Gt{G compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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I .13 "Estimated Net Energy Amount" - The monthly Estimated Net Energy Amount (kwh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Terrn of this Agreement in accordance with paragraph 6.2.
"Eacility" - That electric generation facility described in Appendix B of this Agrcement
"Facility Nameplate Capacity" - The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
"First Enerp,y Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
"Forced Outage" - A partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Enerry to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of ldaho Power or Facility: I )
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventativc
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility's primary motivc force that causes the Facility to reduce energy
production.
"l"ueled Rates" - Fueled Rates shall apply to Qualifuing Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
"G. enerator Intercol@" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the ldaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
"Cs:neration Unit" - A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
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1.21 "Heavy Load Hours (l{L)" - 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.
1.22 "badvenent EnerEy" - Electric energy Seller did not intend to generate. Inadvertent enerry is
described in paragraph 7.7 of this Agreement.
1.23 "@'- All equipment specified in the GIA.
1.24 "lnitial Capacity Determination" - The process by which ldaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
l,25..@''_Thedailyhoursfromhourending2300*0600MountainTime(8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.26 "Losses" - The loss of electrical enerry expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of enerry between the point where the Facility's enerry is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
l,27..@',_Eighty-fivepercent(85%)oftheMid.ColumbiaMarket
Energy Cost,
1.28 "Material Breach"-A Default (paragraph 19.2.1) subjectto paragraph 19-2.2.
1,2g "Maximum Capaciry Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.30 "lUid-Columbia Market Ener&v Cost" - Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ("lCE") daily firm
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day's index prices will
reflect the rclative proportions of peak hours and offpeak hours in the month as follows:
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The Mid4olumbia Market Energy Cost actual calculation being:
n
.824 * (I {flCE Mid-C Peak Avg* * HL hours for day) +
X:l
(lCE Mid-C Off-Peak Avg" * LL hours for day)) I (nr24))
where n = number of days in the month
If the ICE Mid-C Index prices are not repo(ed for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not repofted has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days, If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are repofted.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C lndex. The selected
replacement index will be consistent with other similar agreements and a cornmonly used index
by the electrical industry.
l.3l "Monthl.v Nameplate l:nergy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.32 "Nameplate Capacity" - The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to
the individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph 4.1.4 of this Agreement.
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1.33 "Net Ener&v" - All of the electric energ/ produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
|.34 "Non-Fueted Rates" - Non-Fueled Rates shall apply to Qualiffing Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
I .35 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
L36 "Poin! dDe[ygly" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.3'l "Prudent lllecfisal-PracJices" - Those practices, methods and equipment that arc commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effi ciently and economical ly.
L38 "Renewable Ener&v Certificate" or "REC" - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoevcr entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Athibutes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.39 "Scheduled Operation Datc" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliance items.
L40 "Sghgd,.ulg,f2" - ldaho Power's TariffNo. I 0l , Schedule 72 or its successor schedules as
approved by the Commission.
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1.43
1.44
1.45
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3.1
3.2
"Schedule 73" * Idaho Power's TariffNo. l0l, ScheduleT3 or its successor schedules as
approved by the Commission.
"Security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
'6season" - The three periods identified in paragraph 6.2.1 of this Agreement.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"Termination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agrccment.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller lndependent lnvestigation - Seller warrants and represents to ldaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreernent.
Seller lndependent Experts - All professionals or cxpcrts including, but not limited to, engineers,
aftorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warrant), by ldaho Powcr - Any review or acceptance Seller's design, specifications,
equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and Idaho
Power makes no warranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in l8 C.F.R. 5292.201et seq. and Seller will take such steps as may be
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4.1
required to maintain the Facility's Qualiffing Facility status during the term of this Agreement
and Seller's failure to maintain Qualifuing Facitity status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualif,ing Facility status and
associated support and compliance documents at any time during the term of this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualiffing conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC") for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifoing conduit hydropower facility
is a material part of the consideration for ldaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualifing conduit hydropower facility for the Facility during
the term of this Agreement and Seller's failure to maintain a valid FERC liccnse or exemption
will be a material breach of this Agreement.
ARI'ICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
First Bn-ergy Datc - 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 June 21, 1984,
and some of the requirements of this Article are similar to the requirements of the 1984
agrecment. Prior to the First Enerry Date and as a condition of ldaho Power's acceptance of
deliveries of energy from the Seller under this Agreement, Idaho Power shall review the
previously provided information and at ldaho Power's sole discretion may l) accept the
previously provided information as meeting the requirements of this Article or, 2) require updates
to the previously provided information or 3) require the Seller to provide new information to
complete the following requirements.
4.1 .1 Licenses. Leases. Permits. Determinations. Approvals - Submit proof to Idaho Power that
all licenses, leases, permits, determinations and approvals necessary for Seller's
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4.1.3
4.1.4
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 C.F,R. 5292.201
et seq. as a certified Quali[ing Facility,
Opinion of Counsel - Submit to Idaho Power an opinion letter signed by an aftorney
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counscl is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to ldaho Power and will acknowledge that the attorney rendering
the opinion understands that ldaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter will be
govemed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
Comrnission Appruval - Confirm with ldaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
lnitial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and SAtion Use data. Upon receipt of this information, Idaho Power will
review thc provided data and if necessary, reguest additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten (10) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacity ratings
l0
4.1.5
4.1.6
4.1.7
4.1.8
of the individual Generation Units to bc installed at this Facility. Idaho Power
will verifu that the data pmvided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
(10) MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds ten (10) MW,
Idaho Power will rcview all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten (10) average MW in any
month.
Nameplate Capacity - Submit to Idaho 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 lhis data,
Idaho Powcr shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specifi c Generation Units.
Completion Cenificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and elestrical equipment of the designated Generation Unit
has been completed to enable the Generation Unit to begin testing and deliver Test Enerry
in a safe manner.
lnsurance - Submit written proof to Idaho Power of all insurance required in Article Xlll.
Interconnection - Provide written confirmation from ldaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
ll
4.1.9 Designated Network Resource (.DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
achieve DNR status prior to ldaho Power accepting any enerry from this Facility,
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results of this study process
and any associated costs will be included in the GIA for this Facility.
4 .l .9 .2 At least thiay (3 0) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements of the GIA that enable the Facility to
come online, Idaho Power will complete the process for getting the Seller's
Facility approved as an Idaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notiff Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
4.1 .10 \t{ftgettASSgEar:cg - Requcst and obtain written confirmation from Idaho Power that all
conditions to acceptance of enerry have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
t2
5.1
5.2
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agrecment shall become effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation Date is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
Ooeration Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to ldaho Power in accordance with a Firm Energy Sales Agreement dated June 21, 1984,
and some of the requirements of this Article arc similar to the requirements of the 1984 agreement.
Prior to the Operation Date and as a condition of ldaho Power's acceptance of deliveries of energy
from the Seller under this Agreement, Idaho Power shall review the previously provided
information and at ldaho Power's sole discretion may I ) accept the previously provided information
as meeting the requirements of this Article or, 2) require updates to the previously provided
information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
a) The Facility is online and delivering electricity to Idaho Power at the Point of Delivery.
b) Seller has demonstrated to 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.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineerrs Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written, format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
l3
5.3
5.4
5.5
5.6
5.7
5.8
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Dclays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - 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
Delay Cure Period. If Seller fails to achievc an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Dclay Damages Billing and Pa.vment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due ldaho Power within fifteen (15) days after the end of each month or within 30
days of the date this Agreement is terminated by ldaho Power.
Termination Damages Billing and Payrnent - Idaho Power shall calculate and submit to the Seller
any Termination Damages due ldaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall rcspond within l5 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages within
l5 days from when Idaho Power presents these final adjusted billings to the Seller. Final adjusted
billing being the original billing adjusted to reflect any mutually agreed to changes from the original
billing. Seller's failure to pay 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 thc
Seller in an amounl equal to the calculated damages.
Security Dcposit - 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 dcscribed in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
t4
6.1
6.2
Power as specified in paragraph 5.8.1 . Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement,
In accordance with Commission Order No. 32697 E(lX8), this Article 5.8 shall not be required in
situations where the parties are entering into a new Enerry Sales Agreement ("ESA") for an
existing Qualiling Facility ("QF") project already in commercial operation so long as the new
ESA is between the same parties and there are no material modifications to the existing QF project.
5.8.1 Security 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 fullto Idaho Power.
ARTICLE VI: PURCHASE SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when either Party's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the
Point of Delivery. All Inadvcrtent Energy produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery.
Estimated Ne! Energy Amounls - Neither the monthly Estimated Net Enerry Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by ldaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to ldaho Power via email or alternate
methods as specified by ldaho Power.
l5
6.2.1 Monthly Estimated Not Energy Amounts provided as of the Effective Date of this
Asrcement:
Month kwh
Season I
Season 2
March
April
May
July
August
November
December
June
September
October
January
February
280,000
280,000
280,000
280,000
280,000
280,000
280,000
280,000
280,000
280,000
280,000
280,000
Season 3
6.2.2 Seller's Adjpsqnent of Estimated Net Enor$/ Amounts - Prior to the Operation Date, the Seller
may revise all ofthe previously provided monthly F,stimated Net Enerry Amounts. This revision
must be submitted using the electronic portal provided by ldaho Power if available. If portal is
not available, then written notice must be provided to Idaho Power by electronic notice (electronic
mail) as agreed to by both parties.
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts Aller the Operation Drte - After
the Operation Date, the Seller may revise any future monthly Estimated Net Enerry
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25ft day of the month that is prior to the month to be revised. If the 25m day of the month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
last business day prior to the 25th day of the month. For example, if the Seller would like
to revise the Estimated Net Enerry Amount for October, they would need to submit a
t6
6.2.4
revised schedule no later than September 25th or the last business day prior to September
25th.
a.) This revision must be submitted using the electronic portal provided by ldaho
Power if available. If portal is not available, then written notice must be provided
to Idaho Power by electronic notice (electronic mail) as agleed to by both parties.
b.) If the Seller does not update the electronic portal or provide written notice of
changes to the Estimated Net Energy Amounts, then it will be deemed to be an
election of no change from the most recently provided monthly Estimated Net
Energy Amounts. Idaho Power is unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time that Idaho Power receives the
requested change is after the deadline.
ldaho Power Adjustment of Monthly Estimated Net Energ), Amounts - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power, the monthly estimated Net Energy
amount as specified in paragraph 6.2 for the specific month in which the reduction or suspension
under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) lf ldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2,1 this value will be
equal to the percentage of curtailment as specified by ld"ho
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
t7
Sum of all of the individualgenerator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement,
Actual hours the Facility's Net Enerry deliveries werc either= reduced or suspended under paragraph 12.2.1or 12.3.1
= Actual total hours in the current month
Resulting formula being:
Adjusted
TGU
RSH
TH
i::Ttri, = NEA ((i#xNEA)l. (#))
6.3
7.1
Amount
This Adjusted Estimated Net Energr Amount will be used in applicable Surplus Energy
calculations for only the specific month in which ldaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Enerry Deliveries.
Failure to Deliver Minimum Amounts of Net Energ), - Unless excused by an event of Force
Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Enerry in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Enerev - (l ) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent (l 10%) of the
monthly Adjusted Estimated Net Enerry Amount for the coresponding month specified in
paragraph 6.2, or (2) if the Net Enerry produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) of the monthly
Adjusted Estimated Net Enerry Amount for the corresponding month specified in paragraph 6.2,
18
7.2
7.3
'1.4
7.5
7.6
7.7
then all Net Enerry delivered by the Facility to the Idaho Power electrical system for that given
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 Energy that
exceeds the Monthly Nameplate Energy.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Enerry Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Basc 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 than
or equal to ninety percent (90%) and less than or equal to one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Ener8y Healy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix E.
Base Energy Light [,oad Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E.
All I'lours Enersy Price - The price to be used in the calculation of the Surplus Encrgy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E.
lnadvertent EnergJr -
7.7.1 Inadvertent Energy is electric energy produced by the Faciligr, expressed in kWh,
which the Seller dclivers 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
enerry was delivered. (For example, January contains 744 hours. 744 hours times
10,000 kW:7,440,000 kwh. Energy delivered in January in excess of 7,440,000
kWh in this example would be Inadvertent Energy.)
l9
7.8
7.9
8.1
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten (10) average MW monthly and therefore does not intend to 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 Enerry 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.
Paymens- Undisputed Base Energy and Surplus Energr payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Enerry and Surplus Enerry actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH (Automated Clearing House), electronic, wire, paper checks or
any other method for making payments to Seller.
Continuirrg Jurisdiction of the Commission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. ldaho Public Utilities Commission and Afton Ener&v. Inc., 107 ldaho 781,693
P.2d,427 (1984), ldaho PowerCompany v. Idaho Public Urilities Commission,l0T ldaho 1122,
695 P.2d I 261 ( 1985), Aflon linergy. lnc. v. ldaho Power Company, I I I Idaho 925,729 P.2d,400
(19E6), Section 210 ofthe Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 5292.303-
308
ARTICLE VIII: IiNVIRONMEN,TAI- ATTRIBUTES
Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
20
9.1
AR.|ICLE IX: FACILITY AND INTERCONNECTION
Design of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery
of Net Enerry and Inadvertent Energy to the Idaho Power Point of Delivery for the full term of the
Agreement in accordance with the GIA.
ARTICLE X:
METERING. ME]IRNC COMMUNICATIONS AND SCADA TELEMETRY
l0.l Meterins - Idaho Power shall, provide, install, and maintain metering equipmcnt needed for
metering the electrical enerry production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical
energy production, Station Use, maximum enerry deliveries (kW) and any other electricity
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's electricity delivered to the Idaho Power electrical system. Specific
equipmenl installation details and requirements forthis metering equipment will be established in
the GIA process and documented in the GIA. Scller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 andthe GlA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmifting the metering data specified in paragraph l0.l to Idaho Power in a frequency, manner
and form acceptable to ldaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications cquipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Tclemetry - In addition to the requirements
of paragraph l0.l and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capablc of providing ldaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
2l
a form acceptable to Idaho Power. Seller shall grant ldaho Power sole control and use of this
dedicated SCADA and telesommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA prooess
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 CIA.
ARTICLE XI - RECORDS
ll.l MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Enerry, lnadvertent Enerry and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period ofnot less than five (5) years.
ll.2 lnspestion - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Enerry, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTTCLE XII: OPERATIONS
12.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energv -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Enerry or accepting
Inadvertent Enerry which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are intemrpted due an event of Force Majeure or
Forced Outage,
b.) If interruption of generation deliveries is allowed by Section 210 of the
22
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 5292.304
c.) If temporary disconnection and/or interruption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If ldaho Power determines that curtailment, interruption or reduction of
Net Enerry or Inadvertent Energy deliveries is necessary because of line
conshuction, electical system maintenance requirements, emergencies,
electrical system operating conditions, elechical system reliability
emergencies on its system, or as othenvise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect ldaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from [daho Power's transmission/distribution system as speoified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable enerry 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.
23
12.3 Sellor Deslared Suspension of Energ$, Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energr Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to ldaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than forty-eight (48) hours ("Declared Suspension of
Energy Deliverics"). The Seller's Declared Suspension of Energy Deliveries will begin at
the start of the next full hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and will continue for the time as specified in the written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Enerry
occurred, the Estimated Net Energy Amount will be adjusted as specified in paragraph
6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notifr the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty four (24) hours aftcr the telephone contac! provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Enerry
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine ldaho Power's acceptance of the described Forced
Outage as qualifoing fbr a Declared Suspension of Enerry Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance of the Seller's Forced Outage as an acccptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
24
Forced Outage is not due to an event of Force Majeure or by neglect disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12,4 Scheduled Maintenance - On or before January 3 I't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the samc time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule, The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 ldaho Power Maintenance lnformation -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 ContactPriortoCurtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or curtailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical
system, and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior
to interruption, cuftailment or reduction of electrical energy deliveries to ldaho Power.
ARTICLE XIII: INDEMNIF'ICA'I'ION AND INSURANCTj
l3.l lndemnification - Each Party shall agree to hold harmless and to indemnifo the other Pany, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the 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
25
13.2
l4.l
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemniling Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifoing Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
lnsurance - During the term of this Agreement Seller shall secure and continuously carry insurance
as specified in Appendix F.
ARTICLE XIV: F.ORCE MAJEURE
Force Majeure - As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means
any cause beyond the control of the Sellerorof ldaho Powerwhich, despitethe exercise of due
diligencc, such Party is unable to prevent or overcome. Force Majeure includes, but is not limited
to, acts of God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not rrasonably
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 andlor the fuel supply ere 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 event of Irorce Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the 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 requircd by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
oc,currence shall be excused as a result ofsuch occurrcncc.
26
ARTICLE XV: LIABILITY: DEDICATION
I5.l Limitation of Liability - Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person nol a Parly 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 Agrecment.
15.2 Dedication - No undertaking by one Pafty to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of ldaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
l6.l Several Obligations - Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities ofthe Parties are intended to be several and notjoint or
collective. Nothing contained in this Agreement shall ever be construed to create an association,
trust, partnership or joint venture or impose a trust or partnership du[, obligation or liability on
or with regard to either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.
ARTICLE XVII: WAIVER
17 .l Waiver - Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent default or other matter.
ARTICI-E XVIII: CHOICE OF LAWS AND VENUE
18.1 State of Idaho Laws - This Agreement shall be construed and interpreted in accordance with the
laws of the State of tdaho 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 of ldaho in and for the County of Ada.
27
AR.I.ICI.,E XIX: DISPUTES AND DEFAULT
19. I Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, speciffing the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (50) day period and then fails to diligently pursue such cure, then the
non-defaulting Pafty may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 MAtefiallreaSbgg - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurenc€ of the breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
19.3 Operation Date Requirements - Prior to the Operation Date and thcreafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 lnsuranse - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply ldaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
28
20. I
2t.1
22.t
Registered Professional Engineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / Leases / 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. [n addition, Seller will supply ldaho
Power with copies of any new or additional permits, licenses or determinations. At least
every fltfth Contract Year, Seller will update the documentation described in Paragraph
4.1 .l . If at any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may only be
cured by Seller submifting to Idaho Powcr cvidence of compliance from the permitting
agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
'Ihis Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
Commission Order - Idaho Power shall file this Agreement for its acceptance or rejection by the
Commission. This Agreement shall only become finally effective upon the Commission's approval
of all terms and provisions hereof without change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
29
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without thc prior
written corsent of both Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Sel ler, succeed to all of ldaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
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, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE.XXV: NOTICES AND AUTHORTZED AGENTS
25.1 Notices - All written notices under this Agreement shall be directed as follows and shatl be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Originaldocument tg:
Scott Kaster
Briggs Creek Hydro Inc
1429 E 4300 N
Buhl,Idaho 83316
20E-73t-5499
Hydro2020@icloud.com
30
To Idaho Power:
Original documentto:
Vioe hesident, Power Supply
Idaho PowerCompany
PO Box 70
Boiso,Idaho 83707
enerprconfi ac@idalmpowor.com
@f oflhqpentto:
Cogeneration and Smatl Power Production
Idaho PowerCompany
FO Box 70
Boiso, Idaho E3707
energ/contraots@idahopower.com
Either Party may change ttre contact pcrsom and/or address information listed above, I providing
written notioe from an authorizod persm rtprosenting the Party.
25.2 AuthoiredAgdr(s)
Name
Scotr Kaster
Title
Agent
The Seller may modify tho Autrorizod Agsnts by requesting and complaing an Authorized
Agont form provided by Idaho Power. This document will include the requested changm and
requirc signatur(s) fiom an authorized party ofthe Seller.
3l
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employmenl Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of 38 U.S.C. 54212, Executive Order I 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 I 1246,the
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4, 41 C.F.R. $60-250.5, and 4l C.F.R.
$60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination Damages associated with the project's failure to achieve the
Operation Date by the Schedulcd 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 requcsted by the Seller and contained within
this Agreement. Commission Order No. 34350 effective June l, 2019, provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal Hydro
Facilities, Other Facilities, Solar Facilities, and Wind Facilities. Commission Ordcr No.
32697 provides for full capacity payments for existing projects that have requested
replacement contracts after their existing contract expires,
32
26.3 This Agreement includes the following appendices, which are attached hercto and included by
referenoe:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F -
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Non-Seasonal Hydro F-acility Enerry Prices
Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other rcspects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVITI: COI.JNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
33
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agroement constitutes the entire Agreement of the Parties corrcrning tho subjoct matter
lprcof and supcrscdes all prior or corilemporaneous oral or written agreemefib betwcen the
Parties conceming the subject matt€r hcreof.
IN WTINESS WHEREOF, The Parties hereto have caud this Agreement to be o<ecuted
in their rcspcctive narnes on the dates set fmth below:
Idalro Pourer Company Briggs Creek Hydro trrc
By By
Vicc Prcident, Powo Supply
Scott Kaster
Auttnrizcd Agent
Datd 7 ?c>Dated
"Idaho Potv€tr""Seller"
34
APPENDIX A
A.I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month, the power production and switching report will be emailed to:
csppaccounting@idahopower.com
If email is not available, then the report can be mailed to:
Idaho Power Company
Cogeneration and Small Power Production Reports
C/O Financial Accounting
l22l W.Idaho
Boise, Idaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total enerry production and Station Usage delivered to ldaho Power and the
maximum generated enerry (kW) as recorded on the metering equipment and/or any other required
enerry me&surements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the enerry payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter r€ading information that will be gathered as described in item A-2 below:
35
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTIILY POWER PROIIUCTION AND SWITCHING REPORT
Month Year
Project
Phone Number:
State zip
Meter Number:
End of lllonth kWh Meter Reading:
Beginning of Month kWh Meter:
I)ilference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum
kw
Net Generation
Breaker Closing Record
Date Time Meter
tr'acility
Outout
Station
Usase
* Breaker Onenins Reason Codcg
I Lack of Adequate Prime Mover2 Forced Outage of Facility
3 Disturbrnce of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 Other (Exptain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month snd that the switching record is
accurate and complete as requirrd by the Energy
Sales Agreement to which I am a Party.
Signature
35
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided metering equipment that measures the Net
Energr and enerry delivered to supply Station Use for the Facility recorded at 12:00 AM (MidnighQ of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Project Managemcnt
Name: Scott Kaster
Cell Phone: 208-73 l-5499
?4-Hour Projeot Operational Contact
Name: Scott Kaster
Cell Phone: 208-7 3 I -5 499
Proiect On-site Contact information
Name: Scott Kaster
Cell Phone: 208-7 31 -5499
37
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Briggs Creek Hydro Project
Project Number: 315 I 5200
B.I DESCRIPTION OF FACILITY
Briggs Creek Hydro Project was built in 1984. The Project has two identical 400 HP (300 kW) GE
generators and S. Morgan Smith turbines for a total Project nameplate capacity of 600 kW. They
are horizontal shafts, wicket gated turbines, with Frances runners. Direct drive, 450 RPM. The
equipment is 1930s vintage, rebuilt in 1983 and installed in 1984. The penstock is 54" steel,900
feet long. The headworks is concrete with automatic trash cleaner. The water source is Briggs Creek
Springs coming out of the side of the canyon wall near Clear Lake Golf Course.
Facility Nameplate Capacity: 600 kW
Qualiffing Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled
Any modifications to the Facility, including but not limited to the generator or turbine, that (l)
increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualiffing Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the gcnerator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review of the Agreement terms,
conditions and pricing and Idaho Power, at its sole determination, may adjust the pricing or
terminate the Agreement. If the Agreement is terminated because of said modifications, the Seller
will be responsible for any Termination Damages.
LOCATION OF FACILITY
Near: Buhl,Idaho
Actual or nearest physical street address: I 160 E 4675 N
GPS Coordinates: Latitude Decimal Degrees 42.677510
LongitudeDecimalDegrees -114.821029
State: Idaho County: Gooding
Description of Interconnection Location: Located next to power house
SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
This Facility is interconnected and already delivering enerry to Idaho Power pursuant to a Firm
Energy Sales Agreement that expires on September 30, 2020. The First Energy Date and the
Operation Date for this Agreement will be at hour beginning 00:01 on October 1,2020, provided
38
B-2
B-3
that the Commission approves the replacement Agreement and the Seller completes all of the
Article IV and Article V requirements prior to October 1,2020.
B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 600 kW which is consistent with the value provided by the
Seller to ldaho Power in accordance with the GIA. This value is the maximum generation (kW)
that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at
any moment in time.
B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the ldaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the ldaho Power metering equipment is capable of measuring the energy deliveries by the Seller
to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for this
Facility. If the ldaho Power metering equipment is unable to measure the enerry deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is cunently set at .95%
of the kWh electricity production recorded on the Facility generation metering equipment. If at any
time during the term of this Agreement, Idaho Power determines that the loss calculation needs to
be revised due to a change in the electrical equipment or some other factor, then Idaho Power may
adjust the calculation and retroactively adjust the previous month's kWh loss calculations,
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing enerry sales agreement. The DNR
status will continue if this Agreement is l) executed and approved by the Commission, and2) a
39
GIA has been executed by both parties and 3) the Seller is in compliance with allrequirements of
that GIA.
Idaho Power cannot aocept or pay for generation from this Facility if the Facility has not achieved
the status of being an ldaho Power DNR. Federal Enerry Regulatory Commission ("FERC")
rules require ldaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information ldaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation lnterconnection 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 information
in a timely mtnner can signilicantly impact Idaho Power's ability and cost to attein the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result ofany action or inaction by the Seller.
40
APPENDIX C
ENGINEER'S CERTIFICATION
OPERATIONS & MATNTENANCE POLICY
Theundersignedonbehalfofhimself/herselfand
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
I . That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereafter referred to as the "Agreement,"
between ldaho Power as Buyer, and _ _ --- ,*--as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as ldaho Power Company Facility No.and is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian, _ County, Idaho
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a __ _year period.
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants of the same type as this Project.
7. Thal Engineer has no economic relationship to the Design Engineer of this Project,
8. That Engineer has reviewed and/or supervised the review of the Policy for C)peration and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
9. That Engineer recognizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement, is
4t
OF
relying on Engineeds rcpresentations and opinions sonbined in this Statement,
t0. That Enginecr ccrtifics th* the above statcments are complcte, bue and accurate to the bcst of
his/her knowlodgc and thercfote seb hislher hand and seal below.
By
(P.E. Stamp)
Date
42
and
APPENDIX C
ENGTNEER'S CERTIFICATION
OF
ONGOTNG OPERATIONS AND MATNTENANCE
The undcrsigned on behalf of himself/herself
hereinafter collectively referred to as "Engineer," herEby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer,and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as ldaho Power Company Facility No.and hereinafter rcferred
to as the "Pmject".
4. That the Project, which is commonly known as the is located in
Section Township Range Boise Meridian,County,ldaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical enerry
to Idaho Power for a _ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
43
E. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continucs, 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 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements arc complete, fue and accurate to the best of
his/her knowledge and therefore sets hiVher hand and seal below.
By
(P.E. Stamp)
Date
44
APPENDIX C
ENGTNEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
L That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereafter referred to as the
"Agreement", between ldaho Power as Buyer, and as Seller, dated
3 That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as ldaho Power Company Facility No and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement providcs 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 of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and consffuction of the Project,
including the civil work, electrical work, generating equipment, prime 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
OF
applicable codes and consistent with Prudent Elec0ical 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 Eleotrical Practices for a _ year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraphS.2 of the
Agreemeng 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 arc complete, true and accurate to the best
of his/trer knowledge and therefore sets hiVher hand and seal below.
By
(P.8. Stamp)
Date
46
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or l.etter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfr the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditrvorthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investnnent grade crrdit
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 of the required Security Deposit with tdaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single €scrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
47
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisff each
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 irrcvocable 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 of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisff each security requirement within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Lette(s) of Credit.
48
APPENDIX E
NON.SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Nameplate Capacity Amount of 600 kW, Non-Fueled Rates)
E-l Base Energy Heavy lod Purchasc Price - For all Base Enerry received during Heavy Load Hours,
Idaho Power will pay the non-levelized enerry price in accordance with Commission Order No.
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season I - (73.50o/o) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mitlykwh Mills/kwh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
2039
2040
43.70
44.22
45.55
47.59
50.05
s2.46
54.20
s5.22
56.96
57.94
s9.28
60.40
62.56
64.23
6s.88
67.47
69.27
70.67
72.16
73.75
75.91
71.3s
72.t9
74.37
77.70
81.71
85.65
88.48
90.1 5
93.00
94.60
96.79
98.61
t02.14
104.87
r07.56
l 10.15
I13.09
I15.37
1 17.81
120.41
123.94
59.46
60.16
6r.98
64.75
68.09
7l .38
73.74
75.13
77.50
78.83
80.66
82.t7
85.1I
87.39
89.63
9t.79
94.24
96.r 5
98.18
100.34
103.28
49
E-2 Base Energy Light Load Purchaso Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34350 effeotive June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors appl i ed:
Season I - (73.50 o/o) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
2039
2040
3E.35
38.87
40.20
42.24
44.69
47.11
48.85
49.87
5l.61
52.59
53.93
55.05
57.21
s8.88
60.s3
62.12
63.92
65.32
66.81
68.40
70.56
62.62
63.46
65.64
68.97
72.97
76.92
79.7s
81.41
84.26
85.87
88.0s
89.87
93.40
96.r3
98.82
t01.42
r 04.3 5
t06.64
109.08
I I 1.67
r 15.20
s2.1 8
52.88
54.70
57.47
60.E1
64.10
66.46
67.85
70.22
71.55
73.38
74.89
77.83
80.1I
82.35
84,51
86.96
88.87
90.90
93.06
96.00
50
E-3 All Hours Encrgiv Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized enerry price in accordance with Commission Order
No. 34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697
and seasonalization factors applied:
Season I -(73.50o/o) Season 2 -(120.0Ao/o) Season 3 - (100.00 %)
Year Mills/kwh Mills/kWh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2A28
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
41.32
41.84
43.17
45.21
47.66
50.0E
sl.82
52.84
54.58
55.56
55.90
s8.02
60.18
61.85
63.50
65.09
66.t8
68.29
69.78
7r.37
73.s3
67.46
68.3r
70.49
73.81
77.82
81.77
E4.60
86.26
89.1I
90.71
92.90
94.72
98.25
100.98
103.61
t06.2'1
109.20
I I 1.49
113.92
n6.s2
120.05
s6.22
s6.92
58.74
6l .51
64.85
68.14
70.50
71.89
74.26
75.60
7?.42
78.93
81.87
84.1 5
86.39
88.55
91.00
92.91
94.94
97.10
100.04
5l
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shatl secure and continuously carry insurance as specifred within this Appendix for the term of
the Agreement.
Insurance Requirements:
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff ldaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
matcrial change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energr date and subsequently within ten (10) days of the annual anniversar5r
of the Operation Date, the Seller shall provide a Certificate of Insurance in the name of ldaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent witl current Insurance Industry Utility
practices for similar propcrty.
52