20200625Application.pdf

DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa lker@ida hopower.com
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t'ilii JUI{ 25 Ptt 21 0t+
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Aftorney 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
COLEMAN HYDROELECTRIC LLC, FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE COLEMAN HYDRO
PROJECT
CASE NO. |PC-E-20-27
APPL!CAT!ON
ldaho Power Company ("ldaho Powe/'or "Company'), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
fPURPA'), 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 Coleman Hydroelectric LLC ("Coleman" or
"Selle/') under which Coleman would sel! and ldaho Power would purchase electric
energy generated by the Coleman Hydro project ('Facility") located near the city of
Leadore, ldaho.
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APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The ESA submifted herewith is a new contract for a Qualifying Facility
('QF") for a term of 20 years. .
2. The ESA submitted herewith is a new contract containing current terms and
conditions. This ESA complies with the Commission's Order Nos. 32697, 32737, and
32802 from Case No. GNR-E-11-03. The ESA contains published rates for projects of
10 average megawatts ("aMW") or less pursuant to Commission Order No. 34350.
Because the Facility is a new QF, the capacity payments will begin in year 2026. Pursuant
to the Commission's direction in its Reconsideration Order No. 32737, the rates were
calculated by Commission Staff for a QF in the "Seasonal Hydro" category based on the
surrogate avoided resource ("SAR") avoided cost methodology.
3. The ESA, dated June 19, 2020, was signed by the Seller on June 8,2020,
and by ldaho Power on June 19,2020. The ESA was executed in compliance with the
Commission's orders directing the implementation of PURPA for the state of ldaho and
contains avoided cost rates pursuant to the Commission's Order No. 34350 dated May
31, 2019.
II. BACKGROUND
4. Sections 201 and 210 ol PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
APPLICATION - 2
status. The rate a QF receives for the sale of its power is generally referred to as the
avoided cost rate and is to reflect the incrementa! 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 costs, to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
energy sales agreements entered into between regulated utilities and QFs. On January
2, 2013, the Commission issued Errata to Order No. 32697, which corrected published
avoided cost rates to include energy payments not discounted by transmission and line
loss. Then the Commission issued Reconsideration Order Nos. 32737 and 32802 on
February 5, 2013, and May 5,2013, respectively, which further clarified certain terms and
conditions of power purchase agreements. Most recently, in Order No. 33898, the
Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology.
III. THE ENERGY SALES AGREEMENT
6. On June 19, 2020, 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 "Seasona! Hydro" project. A copy of the ESA is attached to this
APPLICATION - 3
Application as Attachment 1. Under the terms of this ESA, the Seller elected to contract
with ldaho Power lor a 20-year term using the non-levelized, seasonal hydro published
avoided cost rates as currently established by the Commission in Oder No. 34350 dated
May 31 ,2019, for new contracts and for energy deliveries of less than 10 aMW.
7. The Seller proposes to operate and maintain an 800 kilowatt ("kW')
(Maximum Capacity Amount, paragraph B-4, Appendix B) energy facility located near the
city of Leadore, ldaho. The Facility is a QF under the applicable provisions of PURPA.
8. The nameplate rating of this Facility is 800 kW. As defined in paragraphs
1.23 and 4.1.4 of the ESA, the Seller will be required to provide data on the Facility that
ldaho Power will use to confirm that under normal and/or average conditions, the Facility
wilf 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 Seller has selected June 1,2021 as the Scheduled First Energy Date
and Scheduled Operation Date for this Facility. See Appendix B. Various requirements
have been placed upon the Seller in order for ldaho Power to accept energy deliveries
from this Facility. Idaho Powerwill monitorthe compliance requirements to achieve a First
Energy Date and Operation Date and the ongoing requirements through the full term of
this ESA.
10, The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between the Seller and
APPLICATION - 4
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ('DNR') to serve ldaho Power's retail load on its system. ln order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintiain compliance with FERC requirements.
11. Additionally, the notification of Net Energy Amount monthly adjustments
described in paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard
Time on the 25ft day of the month that is prior to the month to be revised. lf the 25th day
of the month falls on a weekend or holiday, then written notice must be received on the
last business day prior to the 25m.
12. Article XXI of the ESA provides that the ESA will not become effective unti!
the Commission has approved all of the ESA's terms and conditions and declared that all
payments Idaho Power makes to the Seller for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
!f, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
APPLICATION - 5
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
14. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following
Donovan E. Walker
ldaho Power Company
1221Wesl ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
dockets@ idahopower. com
Energy Contracts
ldaho Power Company
1221tffest Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
enerovcontra idahooower.com
VI. REQUEST FOR RELIEF
15. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
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 25h day of June 2020.
fu?il*q
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION.6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 25e day of June 2020, ! 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:
Jordan Whittaker
Coleman Hydro
P.O. Box 177
Leadore, ldaho 83464
208-3030-0001
_Hand Delivered
_U.S. Mai!
_Ovemight Mail
_FAXX Email
TwoDotl [e-mail]
Christy Davenport, Legal Assistant
APPLICATION - 7
BEFORE THE
!DAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-20-27
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
COLEMAN HYDROELECTRIC LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Enerry
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telemetry
Records
Operations
Indemnification 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 Agonts
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
Seasonal Hydro Facility Enerry Prices
Non-Seasonal Hydro Facility Enerry Prices
Insurance Requirements
ENERGY SALES AGREEMENT
(Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Coleman Hydro Project
Project Number: 2020050 I
4",THIS ENERGY SALES AGREEMENT (*AGREEMENT"), entered into on this
2020, between COLEMAN HYDROELECTRIC, LI-C a non-profit Idaho canal
company (Seller), and IDAHO POWER COMPANY, an ldaho corporation (Idaho Power), hereinafter
sometimes referred to collectively as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifuing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualiffing Facility.
THEREFORE, In oonsideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shallhave the following meanings:
l.l "A4iusted Estimated Ne " - The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2-3 or 6.2.4.
1.2 "Authorized Agent" - A person or persons specified within paragraph 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 Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the 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.
1.3 "Commission" - The ldaho Public Utilities Commission.
1.4 "egnlrag! Jeaf" - The period commencing each calendar year on the same calendar date as ths
Operation Date and ending three hundred sixty-four (364) days thereafter.
1.5 "Delay Cure Period" - One hundred twenty (120) days immediately following the Scheduled
Operation Date.
L6 "Delay Damages" - Curent 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.
1.7 "Dgla:v Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.8 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's AII tlours Ilnerry Price as specified in Appendix E and F' of this Agreement, If this
calculation results in a value less than zero (0), the result of this calculation will be zero (0).
1.9 "Desienated 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 ldaho Power's network load.
L l0 "Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
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l.l I "Effbctive Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
1.lz "Environmental Attributes" - Any and all credits, benefils, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. EnvironmentalAttributes include but are not limited to: (l) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (COz),
methane (CH+), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovemmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere;r (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right 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) ofThe Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and intemational or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one ( l) MWh of energy. Environmental Attributes do not include (i)
any cnergy, capacity, reliability or other power attributes fiom 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 arc applicable to a state or federal income taxation obligation, (iii) the cash grant in
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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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.
"Estimated Net Ener8y Amount" - The monthly Estimated Net Energy Amount (kWh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
"Facility" - That electric generation facility described in Appendix B of this Agreement
"Facility Nameplate Capacitv" - The sum of the individual Generation Unit Nameplate
Capacity's that are installed at this Facility.
"First EnerEry 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 Enerry
Date.
"fgtggd-Qlltggg" - A partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net 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 preventalive maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction 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 motive force that causes the Facility to reduce energy
production.
"l;ucled Ratcs" Fueled Rates shall apply to Qualifring Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
"Cenerator lnterconnection Agrecment (ClA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
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1.25
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t.29
"Generation 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.
"lleavy L,oad llours (Hl,)" - The daily hours, applicable to enerry 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.
"lnadvcflent llne[gy" - Electric energJ Seller did not intend to generate. lnadvertent enerry is
described in paragraph 7,7 of this Agreement.
"lnterconnection Facilities" - All equipment specified in the GlA.
"lnitial Capacit:v 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.
"Light Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
"Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occuning as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
"Market Encr&v Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
"Material Breach" -- A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
"Mid-Columbia Market [:,nergy Cost" - Eighty-trvo and four tenths percent (82.4%) of the
monthly arithmetic average of each day's lntercontinental Exchange (*lCE") daily firm
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1.30
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day's index prices will
reflect the relative proportions of peak hours and off-peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actualcalculation:
n
.824 * (, {(ICE Mid-C Peak Avg* * HL hours for day) +x:l
(ICE Mid-C Off-Peak Avg, * LL hours for day)) l(n*24))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following 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 reported has in it only LL Hours (for example a Sunday), the respective
avcrages 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 reported.
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 Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
"Monthly Nameplate Energy" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
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"Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipmen! expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to
the individual machine or device. '[his value is established for the term of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph4.l.4 of this Agreement.
"Net Energlv" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowaft hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Enerry does not
includc Inadvertent Enerry.
"Non-Fueled Rates" - Non-Fueled Rates shall apply to Qualifying Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
"Non-seasonal H.ydrc " - In accordance with Commission Order32802, a hydro
generating Facility that does not qualify as a Seasonal Hydro Facility as defined in paragraph 1.40
of this Agreement.
"Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day thar
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
"Point of Delivery" - The location specified in the GIA and referenced in Appendix B, wherc
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the ldaho Power electrical system.
"Prudent E,tectrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effi ciently and economical ly.
"Renewable Enerpy Certificatc" or "BEQ" - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
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electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
Seasonal Hydto Facility" - As described in Commission Order 32E02,a hy&oelectric generating
Facility that delivers to ldaho Power total Net Enerry of at least 55% of its calendar year annual
Net Enerry during the months June, July and August.
"Seasonal Hydro Faciliqv D " - Beginning with the first full calendar year
after the Operation Date, each five (5) calendar year consecutive period. If the term of this
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time from the end of the last full five (5) calendar year consecutive period and
the expiration date of this Agreement.
"Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Selter anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliancc items.
"Schedule 72" - Idaho Power's TariffNo. l0l, ScheduleT2 or its successor schedules as
approved by the Commission.
"Schedule 73" - Idaho Power's TariffNo. l0l, ScheduleT3 or its successor schedules as
approved by the Commission.
c(Seesol" - The three periods identified in paragraph 6.2.1 of this Agreement.
"Secg1llylDgpgd!" - $45 per kW Nameplate Capacity of the entire Facility.
"Station Use" - Electric enerry that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"'Ierminalion Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
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ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller lndependent lnvestigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hcrcunder and has not relied upon
the advice, experience or expertise of ldaho Power in connection with the transactions
contemplated by this Agreement.
Seller lndcpendent llxperts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Qualilving !;acility Status - Seller warrants that the F-acility is a "Qualiffing Facility," as that term
is used and defined in l8 C.F.R. *292.2U et seq. and Seller will take such steps as may be
required to maintain the Facility's Quali$ing Facility status during the term of this Agreement
and Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualiffing Facility stalus and
associated support and compliance documents at any time during the term of this Agreement.
IjERC [.icense / txcmption / Deterrnination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifoing 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
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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 dctermination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
Scasonal Hydro Facilitv Oualilications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph 1.40 of this Agreement. After initial qualification,
Seller will take such steps as may be required to maintain the Seasonal Hydro Facility status
during the fullterm of this Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) calendar years during any Seasonal Hydro Facility Eligibility'['est Period
will result in this Facility being reclassified as a Non-Seasonal Hydro Facility for the remaining
Term of this Agreement. Idaho Power reserves the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at any time during the
term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
F irst Energy Date - Prior to the First Energy Date and as a condition of Idaho Power's acccptance
of dcliveries of enerry from the Seller under this Agreement, Seller shall:
4.1 .l Licenses. [,eases. Permits. Determinations. Approvals - Submit proof to Idaho
Power that all licenses, leases, permits, determinations and approvals necessary
for Seller's operations have been obtained from applicable owners, federal, state
or local authorities, including, but not limited to, evidence of compliance with
Subpart B, l8 C.F'.R. 5292.201 et seq. as a certified Qualiffing Facility and
evidence of compliance with the eligibility to be classified as a Seasonal Hydro
Facility as defined in paragraph l 40 of this Agreement.
4.1.2 Opinion of Counsel - Submit to Idaho Power an opinion letter signed by an attomey
10
4.1.3
4.1.4
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, bascd on a
reasonable independent review, counsel 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 Idaho Power is relying on said opinion. The opinion letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
Commission Approval- Confirm with ldaho Powerthat 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 ldaho 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 Station Use data. Upon receipt of this information, Idaho Power will
review the providcd data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B 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
of the individual Generation Units to be installed at this Facility. Idaho Power
will verifo that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
( l0) MW and will determine if the Seller has satisfied the Initial Capacity
Detcrmination.
ll
4.1.5
4.t.6
4.1.7
4.1.8
4.1.9
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating ofthe individual Ceneration Units at this Facility exceeds ten (10) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten (10) average MW in any
month.
Nameplate Caoacity - 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 this
data, Idaho Power shall review the provided data and determine if the Nameplate
Capacity specificd is reasonable based upon the manufacturer's specified generation
ratings for the specific Ceneration Units.
Completion Certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit(s)
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
lnsurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
Intcrconnection - 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 ldaho
Power electrical system.
Designated Nctwork Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an ldaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
achieve DNR status prior to [daho Power accepting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
t2
5.1
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if Idaho 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.
4.1.9.2 At least thirty (30) days prior to the Scheduled First Enerry 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 ldaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notifr 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 Written Acceptance - Request and obtain written confirmation from ldaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that 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.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
l3
5.2
5.3
a) Achieved the First Energy Date at this Facility.
b) Seller has demonstrated to ldaho Powey'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) Enginecr's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These 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 ldaho Power of the Operation Date.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by ldaho Power or F'orce 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.
l'errnination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. If Seller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Delay Damases Billing and Payment - Idaho Power shall calculate and submit to the Seller any
Delay Damagcs due Idaho 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 Damases,EiUgg aqa JAJmed - 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 respond within l5 days. In the event of a dispute regarding the calculation
t4
5.4
5.5
5.6
5.7
5.8
6.1
6.2
of Termination Damages, either party may resort to a court of competent jurisdiction.
Seller Pa)rment - Seller shall pay ldaho Power any calculated Delay or Termination Damages within
l5 days from when ldaho Power presents these final adjusted billings to the Seller. Finaladjusted
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 Idaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
Sccurity Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by ldaho
Power as specified in paragraph 5.8. I . Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
5.8.1 SecuritJf Deposit Relgls_e - Idaho Power shall relcasc any rcmaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination
Damages have been paid in full to Idaho Power.
ARTICLE VI: PURCTIASE AND SALEOF NET ENERGY
Net l:nergy 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 Inadvertent Energy produced by thc Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery.
F,stimatcd Net Energy Amou0E - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimatcd Net Energy Amounts
provided duringthe term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than thc Maximum Capacity Amount (measured in kW) multiplied by the hours in the
l5
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 Idaho Power.
6.2.1 Monthly Estimated Net Energy Amounts provided as of the Effective Date of this
Agreement:
Month kwh
Season 1
Season 2
March
April
May
July
August
November
December
June
September
October
January
February
0
0
443,600
520,800
483,600
0
0
540,000
436,400
399,200
0
0
6.2.2
6.2.3
Season 3
Seller'LAdjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided monthly Estimated Net Enerry Amounts.
This revision must be submitted using the electronic portal provided by Idaho Power if
available. If portal is not available, then written notice must be provided to ldaho Power
by electronic notice (electronic mail) as agreed to by both parties.
Seller's Adiustrnent of Estimated Net Enerqv Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25th day of the month that is prior to the month to be revised. If the 25th day of the month
falls on a weekend or holiday, then ldaho 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
l6
6.2.4
to revise the Estimated Net Enerry Amount for October, they would need to submit a
revised schedule no later than September 25th or the last business day prior to September
25rh.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If portal is not available, then written notice must be provided
to Idaho Power by electronic notice (electronic mail) prior to the Agreement
deadlines as agreed to by both parties.
b.) Failure to provide timely written notice of changes to the Estimated Net Enerry
Amounts will be deemed to be an election of no change from the most recently
provided monthly Estimated Net Energy Amounts.
ldaho Power Adjustment of Monthly Ustimated Net linerqv 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 Suspcnsion of linergy Deliveries is accepted by ldaho Power, the monthly
estimated Net h,nergy 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.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2. I this value will be
equal to the percentage of curtailment as specified by ld"ho
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Enerry Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
thc individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension ofEnerry
Deliveries.
l7
TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agrcement.
Actual hours the Facility's Net Enerry deliveries were either
RSH = reduced or suspended underparagraph 12.2.1or 12.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted
Estimated
Net Energl
Amount
SGU
TGU x NEANEA((
RSH
TH ))x
6.3
7.1
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energr
calculations for only the spocific month in which ldaho Power was excused from accepting
the Seller's Net Energr or the Seller declared a Suspension of Enerry Deliveries.
Failure to Deliver Minimum Amounts of Net EnerEy - Unless excused by an event of Force
Majeure or ldaho 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 Enerry amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Energy - (l) Net Enerry produced by the Seller's Facility and delivered to the ldaho
Power electrical system during the month which exceeds one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Enerry Amount for the corresponding 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 perc€nt (9V/o) of the monthly
l8
7.2
7.3
7.4
7.5
7.6
7,7
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the Idaho Power electrical system 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 cunent
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Base Energv - The Net Energy produced by the Seller's Facility and delivered to the tdaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (9A%) 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 llncrs.y Heav.v Lqad 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 or F.
Base Energyloigfut Load Purcltase 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 or F,
All Hours Energy Price - The price to be uscd in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E or F.
lnadvcrtent Energy -
7.7.1 Inadvertent Energy is electric enerry produced by thc Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten
thousand ( 10,000) kW multiplied by the hours in the specific month in which the
energy was delivered. (For example, January contains 744 hours. 744 hours times
10,000 kW : 7,440,000 kwh. Energy delivered in January in excess of 7,440,000
19
7.8
kWh in this example would be Inadvertent Enerry.)
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten ( l0) average MW monthly and therefore does not intend to generate and deliver
Inadvertent Enerry, [daho Power will accept Inadvertent Energy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for Inadvertent Energy.
7.7.3 Delivering Inadvertent Energy to ldaho Power for two (2) consecutive rnonths and/or
in any three (3) months during a Contract Year will be a Material Breach of this
Agreement and ldaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
Seasonal H.vdro Facility eligibility - If the Facility fails to satisf, the Seasonal Hydro Facility
Qualificalions specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.8.I Annual eligibility audits - On or before February 15th of the year following the first full
calendar year after the Operations Date and for every calendar year thereafter, Idaho Power
will divide the total Net Energy received from the Facility for the months of June, July,
and August by the total Net Energy received for the previous calendar year to establish a
percentage of energy deliveries for the months of June, July and August. Any reduction in
energy deliveries due to Forced Outages, planned or unplanned maintenance, Force
majeure or any other reduction in energy deliveries will result in reduction of both the
numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.8.1.1 If this percentage is greater than or equal to fifty-five percent (55%) it will be
deemed that the Facility has met the requirements to be classified as a Seasonal
tlydro Facility for that previous calendar year.
7.8.1.2 If this percentage is less than fifty-five percent (55%),ldaho Power will provide
notification to the project of the Facility's failure to meet the Seasonal Hydro
20
7.9
?.10
Facility requirements for the prcvious calendar year and the monthly enerry
payments for that previous calendar year will be recalculated to reflect the Non-
Seasonal Hydro Facility energy prices as contained within Appendix I; of this
Agreement. Any overpayments will be collected from the Facility in equal
monthly payments over the remaining months of the current calendar year. If the
Facility fails to meet the Seasonal Hydro Facility requirements for the second to
last calendar year of the Contract Term, then the monthly enerry payments for the
remaining term of the contract will be priccd according to the Non-Seasonal Hydro
Facility Enerry Prices specified in Appendix F.
7.8.1.3 If the Facility fails to achieve this percentage of fifty-five percent (55%) for at least
three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
the Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Energy Prices
specified in Appcndix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Paymcnls - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which ldaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH ("Automated Clearing House"), electronic, wire, paper checks
or any other method for making payments to Seller.
Continuing Jurisdiction of tlre Cornrnission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
P_o*yelQqmpany v. ldaho Public Utilities Comnrission and Afton linergy. lnc., 107 ldaho 7E l, 693
P.2d427 (1984), ldaho PowerConuany v. ldaho Public titilities Commission, 107 Idaho 1122,
695 P.2d I 261 ( 1985), Afton Encrg:y. Irrc. v._!-daho Power Company, I I I Idaho 925,729 P.2d 400
2t
( 1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and I 8 C.F.R. $292.303-
308.
ARTICLE VIII: ENVI ATTRIBUTES
8.1 Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Aftributes and
Renewable Enerry Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
9.1
ARTICLE IX: FACILITY AND INTERCONNECTION
Desien of Facility - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and rcliable generation and delivery
ofNet Energy and Inadvertent Enerry to the ldaho Power Point of Delivery forthe fullterm of the
Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERINC COMMUNICATIONS AND SCADA TELEMETRY
10.1 MeterinB - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, refieving and reporting the Facility's hourly gross elechical
energy production, Station Use, maximum energy deliveries (kW) and any other electricity
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this F'acility's electricity delivered to the ldaho Power electrical system. Specific
equipment, installation details and requiremsnts for this metering equipment will be established in
the GIA process and documented in the GlA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
lA.2 Metcring Communications - Seller shall, at the Seller's sole initial and ongoing cxpcnsc, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
22
10.3
transmitting the metering data specified in paragraph 10.1 to ldaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements lor this metering
communications equipment will be established in the GIA process and documented in the GIA.
Supervisory Controland Data Acquisition (SCADA) Telemelry - In addition to the requirements
of paragraph 10.1 and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertcnt Energy production in
a form acceptable to ldaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecomrnunications equipment will be established in the GIA process
and documcnted in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
ll.l Maintenance of Records - Seller shall maintain monthly records at the Facility or such othcr
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Sutplus Energy, Inadvertent Energy 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 lnspection - Either PartSr, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
23
ARTICLE XII: OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Dcsignated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energy -
12.2.1 ldaho Power shall be excused from accepting and paying for Net Energy 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 interrupted due an event of Force Majeure or
Forced Outage.
b.) If intemrption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. 5292.304
c.) If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If ldaho Power determines that curtailment, intenuption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices-
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or seruice to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
24
12.3
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 ldaho 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.
Seller Declared Suspcnsion gf Enerev Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
F-acility 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 (a8) hours ("Declared Suspension of
Energy Deliveries"). 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 spccified 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 Energy
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 notiff 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 ldaho Power. The Seller will, within
twenty-four (24) hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain thc beginning hour and expected dwation
of the Declared Suspension of Enerry Deliveries, a description of the conditions that
25
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the F-acility is requesting that will be set as the maximum
energy deliveries to ldaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 4E hours). Idaho Power will review the documentation
provided by the Seller to determine Idaho Power's acceptance of the described Forced
Outage as quali$ing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance ofthe Seller's Forced Outage as an acceptable
Forced Outagc will be based upon the clear documentation provided by the Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance * On or before January 3l'r 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 same 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 timetablc for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's preferred schedule.
12.5 ldaho Powcr Maintenanc.e lrrformation - Upon receiving a written request from the Seller, ldaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or curtailing deliveries from the Seller's Facility. Scllcr
understands that in the case of emergency circumstances, real time operations of the electrical
system, and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction of electrical energy deliveries to ldaho Power.
26
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
l3.l Indemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its
officcrs, and employees against all loss, damage, expense and liability to third persons for injury to
or death of person or injury to property, proximately caused by the indemnifring Party's, (a)
construction, ownership, operation or maintenance of, or by failure of, any of such Parly's works
or facilities used in connection with this Agreement, or (b) negligent or intentional acts, errors or
omissions. The indemnifoing Party shall, on the other Parfy's request, defend any suit assefting a
claim covered by this indemnity. The indemnifoing Party shall pay all documented costs, including
reasonable attomey fees that may be incurred by the other Party in enforcing this indemnity.
13.2 lnsurance - During the term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix G,
ARTICLE XIV: FORCE MAJEURE
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of ldaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shallbe unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeurc. If cither Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurence ofthe Force Majeure, give the other Party written notice describing the
27
(3)
particulars of the occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
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
occurrence shall be excused as a result ofsuch occurrence.
ARTICLE XV: LIABILITYI DEDICATION
l5.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 not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication - No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Parly's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
l6. r
ARTICLE XVI: SEVERAL QBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and notjoint or collective. Nothing contained
in this Agreement shall be construed to create an association, trust, partnership or joint venture or
impose a trust or pafinership duty, obligation or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
(2)
l7.l
28
ARIISLE XVIII: CHOICE OF LAWS AND VENUE
18.1 'l'his Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l 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, specifuing 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 Part5i reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2,I do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence 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.
29
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
1 9.3. I lnsurance - Evidence of compliance wittr the provisions of Appendix G. 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 Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of ldaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / Leases/ Pelmits / Determinations - During the full term of this Agreemeng
Seller shall maintain compliance with all leases, permits, licenses and determinations
described in paragraph 4.1.1 of this Agreement. In addition, Sellerwill supply ldaho
Power with copies of any new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4.l.l.lf at any time Seller fails to maintain compliance with the loases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may only be
cured by Seller submitting to ldaho Power evidence of compliance from the permitting
sgency.
ARTICLE XX: GOVERNMENTAL AUTHORJZATION
20J This Agreement is subject to the jurisdiction of thos€ governmental agencies having control over
either Party of this Agreement.
30
ARTICLE XXI: COMMISSION ORDER
21.1 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
22.1 This Agreement shall be binding upon and inurc to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which 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
Seller, succeed to all of Idaho 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.
3l
25.1
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
N.oticas - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Original document to:
Jordan Whittaker
Coleman Hydro
P.O. Box 177
Leadore, Idaho 83464
208-303-0001
twodotirrigation@gmai l.com
To tdaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho E3707
[e-mail]
Copy ofdosument to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
enerrycontracts@idahopower. com
Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAgent(s)
Name Title
Jordan Whittaker Owner
Susan Whittaker Owner
Fred Coleman
32
Owner
Kathy Coleman
Nicholas E. Josten
Ted S. Sorenson
Owner
Agent
Engineer
The Seller may modifu the Authorized Agents by requesting and completing an Authorized
Agent form provided by ldaho Power. This document will include the requested changes and
require signature(s) from an authorized party ofthe Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action taws and regulations. All Equal Employment Opportunity
and aflirmative action laws and regulations are hereby incorporated by this refer€nce, including
provisions of 38 U.S.C. S 4212, Executive Order I 1246, *s amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employment on
govcrnment contracts. To the extent this Agreement is covered by Executive Order ll246,lhe
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4, 4l C.F.R. $60-250.5, and 4l C.F.R.
$60-741.5 are incorporated herein by reference.
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
33
Operation Date by the Scheduled Operation Date as spesified in this Agreement is not
relieved by final interconnection or transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to ldaho Power that demonstrates the Facility
is eligible for the published avoided coss rcquested by the Seller and contained within
this Agreement. Commission Order No. 34350 effective June l, 2019, provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal Hydro
Facilities, Other Facilities, Solar Facilities, and Wind Facilities. Commission Order No.
32697 provides for full capacity payments for existing projects that have requested
replacement contracts after their existing contract expires.
263 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of DeliveryAppendixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Energy Prices
Appendix F - Non-Seasonal Hydro Facility Enerry Prices
AppendixG - InsuranceRequirements
ARTICLE XXVII: SEVEBABILITY
27.1 The invalidigr 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 respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterpafts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
34
29.1
By
Dated
ARTICLE XXIX: ENTTRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Companv Coleman Hydroelectric. LLC
By
v
Vice President, Power Supply
Jordan Whittaker
Owner
t lGt
Dated e020)o 6
"ldaho Power""Seller"
35
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:
[e-mail]
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 ldaho Power meter equipment
measuring the Facility's total enerry production and Station Usage deliver€d to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable ldaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
36
Project Name
Address
City
Idaho Power Compeny
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
l|lonth Year
Project
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times IVIeter 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
f,'acitity
Outout
Station
Usase
* Breaker Ooening Reason Codes
I Lack of Adequate Prime Mover2 Forrced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance5 Testing of Protection Systcms6 Cause Unknown7 Other (Explain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month and that the switching record is
accurate and complete as required by the Energy
Seles Agreement to which I am a Party.
Signature
37
Date
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collcct
the meter reading information from the ldaho Power provided metering equipment that measures the Net
Enerry and enerry delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) 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 enerry measurements to adequately administer
this Agreement.
A.3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Prqject Managemcnt
Name: Susan Whittaker
Cell Phone: [phone]
24-Hour Project Operational Contact
Name: Jordan Whiftaker
Cell Phone: [phone]
38
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Coleman Hydro Project
Project Number: 20200501
B-I DESCRIPTION OF FACILITY
Manufacturer of turbine and g,enerator: Chaozhou Huineng Eleclrical Machinery CO, LTD
year manu/actured:2019, water source: Big I Mile Creek, general setup of intake: Headgate with
screened bubbler into 24" penstock, concrele tailrace that drains into existing dilch.
Facitity Nameplate Capacity: 800 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-F'ueled
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 Qualifing Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the gcncrator fuel and
subsequently the Fueled Rate or Non-Fuelcd 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.
B-2 LOCATION OF FACILITY
Near: Leadore, Idaho
Actual or nearest physical street address: 57 Kelly Ranch Road
Please provide GPA coordinales in decimql degrees, notfeet and inches.
GPS Coordinates: Latitude Decimal Degrees 44.674
Longitude Decimal Degrees -l 13.445
State: Idaho County: Lemhi
Description of lnterconnection Looation: 44.68 Latitude, 113.442 Longitude
SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
Seller has selected June l, 2021 as the Scheduled First Energy Date.
Seller has selected June l, 2021 as the Scheduled Operation Date.
39
B-3
The actual Operation Date will not be granted until the Commission approves the Agreement and
the Seller completes all of the Article IV and Article V requirements.
8.4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 800 kW which is consistent with the value provided by the
Seller to Idaho Power in accordance with the GIA. This value is the maximum generation (kW)
that potentially could be delivercd by the Seller's Facility to the ldaho Power electrical system at
any moment in time.
8.5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility enerry is delivered to the ldaho Power electrical system. The GIA will determine
the specific Point of Delivery for this lacility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
8-6 LOSSES
If the Idaho 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
F'acility. Ifthe Idaho Power metering equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation willbe initially set at
two percent ("zyo') of the kWh energy production recorded on the F-acility generation metering
equipment. When the Seller provides Idaho Power with the electrical equipment specifications
(transformer loss specifications, conductor sizes, etc.) of all of the electrical equipment between
the Facility and the ldaho Power electrical system, Idaho Power will configure a revised loss
calculation formula to be agreed to by both parties and used to calculate the kWh losses for the
rernaining term of the Agreement. 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.
40
B-7 DESIGNATEDNETWORKRESOURCE(DNR)
Upon approval of this Agreement, this Facility will be an Idaho Power DNR. Idaho Power cannot
accept or pay for generation from this Facility ifthe Facility has not achieved the status ofbeing
an Idaho Power DNR. Federal Energy Regulatory Commission (*FERC") rules require Idaho
Power to prepare and submit the application to achieve DNR status for this Facility. Because much
of the information Idaho Power needs to prepare the DNR application is specific to the Seller's
Facility, Idaho Power's ability to file the DNR application in a timely manner is contingent upon
timely receipt of the required information from the Seller. Prior to Idaho Power beginning the
process to enable ldaho Power to submit a request for DNR status for this Facility, the Seller shall
have l) filed a Generation Interconnection application, 2) submitted all information required by
ldaho Power to complete the application, and 3) either executed this 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
menner can significantly impact ldaho Power's ebility and cost to attain the DNR designation
for the Seller's Facility and the Seller shall bear the costs of any of these delays that are a
result ofany action or inaction by the Seller.
4t
APPENDIX C
ENGTNEER'S CERTIFICATION
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
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 Energy Sales Agreement, hereafter referred to as the "Agreement,"
betweenIdahoPowerasBuyer,and-asSeller,dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No.and is hereinafter
OF
referred to as the "Project."
4. That the Project, which is commonly known as the is located in
SectionTownshipRangeBoiseMeridian,-Coun$l,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 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,
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion tha1, 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 Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
42
rclying on Engineeds ropresentations and opinions contained in this Strtement.
10. Thd Engineer certifies that the above shtements arts complete, tnre and accurate to the best of
hidtrer knowlodge and therefonc sets his/hcr hand and scal below.
By
(P.E. Stamp)
Date
4?
and
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigred on behalf of himselflherself
hereinafter collectively refenpd to as "Engin@r," hertby 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 "Agreemen!"
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 Idaho Power Company Facility No and hereinafter referred
to as the "Projecf'.
4. That the Project, which is commonly known as the is located in
Section Township Range __r Boise Meridian, _ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical enerry
to ldaho Power fo. 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.
44
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer ceftifies, based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design elecfical ouQut, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that ldaho 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 are complete, true and accurate to the best of
hiVher knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
45
APPENDIX C
ENGINEER'S CERTIFICATTON
DESIGN & CONSTRUCTION ADEQUACY
hereinafter collectively referred to as "Engineer", hereby states and certifies
to ldaho Power 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 ldaho Power as Buyer, and _ as Seller, dated
J That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No and
is hereinafter referred to as the "Project".
4.ThatthcProject,whichiscommonlyknownasthe-Project,islocatedin
SectionTownshipRange-'BoiseMeridian,-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 of
electric power plants of the same t1rye as this Project.
7. 'l'hat Engineer has no economic rclationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Projec!
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
46
OF
applicable codes and consistent with Prudent Elecfical Practices as that term is described in the Agreement.
10. That the design and consfruction 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 Elecfical Practices for a _ year period.
ll. That Engineer recognizes that Idatro Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Bngineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are oomplete, true and accurate to the best
of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
47
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide ldaho Power with commercially reasonable security inshuments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
otler forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfi 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 cr€ditlvorthiness ofthe entity providing the security insffument in relation to the term of
the obligation in the reasonable j udgment of ldaho Power, provided that any guarantee and/or
l,etter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfo each
48
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 ldaho Power at its discretion, or (b) an irrevocable l.etter of Credit in a
form acceptable to ldaho Power, in favor of ldaho 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 rcquirements 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 Cuarantee(s) or Lette(s) of Credit.
49
E-t
APPENDTX E
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Maximum Capacity Amount of 800 kW, Non-Fueled Rates)
Base Energy Heavy [,oad Purchase Price - For all Base Enerry received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34350 effective June l, 2019, with full capacity payments per Commission Orrder No. 32697 and
seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120,00 %) Season 3 - (100.00 %)
Year MillYkWh MillVkwh MillVkWh
2020
202t
2022
2023
2024
2025
2A26
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
203E
2039
2040
2041
2042
23.s3
23.75
24.79
26.52
28.66
30.77
69.00
70.24
72.2t
73.4t
74.98
76.32
78.72
80.53
82.52
84.35
86.40
88.05
89.80
9l.6s
94.07
95.69
97.49
38.42
38.78
40.47
43.30
46.80
50.23
n2.66
r 14.68
l17.89
I19.86
122.42
t24.61
128.52
l3 1.64
134.72
137.72
r4r.06
143.76
146.61
149.64
r 53.59
156.24
159.17
32.02
32.31
33.72
36.08
39.00
41.86
93.88
95.57
98.24
99.88
102.01
103.84
107.10
109.70
112.27
n4.77
l 17.55
I19.80
t22.tE
124.70
127.99
130.20
132.64
50
E-2 Base Energy Light l-oad Purchass Price - For all Base Enerry received during Light l,oad Hours,
Idaho Power will pay the non-levelized enerry price in accordance with Commission Order No.
34350 effective June I, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season I -(73.50%) Season 2-(120.00%) Season3 -(100.00%)
Year Mills/kWh MillykWh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
203E
2039
2040
2041
2042
18.18
1E.40
19.44
21.t7
23.3t
25.42
63.65
64.89
66.86
68.06
69.63
70.97
73.37
75.28
77.17
79.00
81.05
82.70
84.45
86.30
88.72
90.34
92.14
29.68
30.04
3t.73
34.56
38.06
41.50
103.92
105.95
1 09.1 5
1tt.t2
r r3.68
I 1s.88
I19.79
122.9t
125.99
128.98
132.32
135.02
137.88
140.90
1M.86
147.50
r50.43
24.74
25.03
26.44
28.80
31.72
34.s8
85.60
88.29
90.96
92.60
94.73
96.56
99.E2
102.42
104.99
107.49
fio.27
112.52
114.90
n7.42
120.71
122.92
t25.36
51
E-3 All Hours Enerw Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonal ization factors appl ied:
Season 1 - (73.50 %) Season 2 - (120.00o/o') Season 3 - (100.00 %)
Year Mills/kwh Mills/kwh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
21.15
21.3'.1
22.41
24.t4
26.28
28.39
66.62
67.86
69.83
71.43
72.60
73.94
76.34
78.25
80.14
81.97
84.02
85.67
87.42
89.27
9t.69
93.31
95.1I
34.53
34.89
36.58
39.41
42.91
46.3s
108.77
1t0.79
l14.00
115.97
r 18.53
120.72
124.64
r27.76
r 30.84
133.83
137.17
139.87
142.72
145.75
l49.74
r52.35
155.28
28.78
29.07
30.48
32.84
35.76
38.62
90.64
92.33
95.00
96.U
98.77
100.60
103.86
106.46
109.03
I I 1.53
1 14.3 I
116.56
I t 8.94
121.46
t24.7s
126.96
129.40
52
F-l
APPENDIX F
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Maximum Capacity Amount of 800 kW, Non-Fueled Rates)
Base Energiv Heavy load Purchase 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 o/o) Season 3 - (100.00 %)
Year Millsikwh Mills/kwh Millsikwh
2020
2021
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
2039
2040
2041
2042
23.53
23.75
24.79
26.s2
28.66
30.77
54.20
55.22
56.96
57.94
59.28
60.40
62.s6
64.23
65.88
67.47
69.27
70.67
72.16
73.7s
75.91
77.26
78.79
38.42
38.78
40.47
43.30
46.80
50.23
88.48
90.1 5
93.00
94.60
96.79
98.6r
102.14
r04.87
107.s6
I l0.ls
r r3.09
115.37
I 17.8 r
120.41
123.94
126.14
128.63
32.02
3231
33.72
36.08
39.00
41.86
73.74
75.13
77.50
78.E3
80.66
82.17
85.1 1
87,39
89.63
91.79
94,24
96.15
98.18
100.34
103.2E
r05.r2
107. l9
53
F-2 Base Ener&v Light Load Purchase Price - For all Base Enerry received during Light Load Hourq
Idaho Power will pay the non-levelized enerry price in accondance with Commission Order No.
34350 effective June 1,2019, with full capacity payments per Commission Order No. 32697 and
seasonal izati on factors applied :
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)Year Mills/kWh Millykwh MillsftWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2M0
2Mt
2442
18.18
18.40
19.44
21.17
23.31
25.42
48.85
49.87
51.61
52.59
s3.93
55.05
57.21
58.88
60.s3
62.12
63.92
65.32
66.81
68.40
70.56
7 t.91
73.44
29.68
30.04
31.73
34.56
38.06
41.50
79.75
81.4r
84.26
8s.87
88.05
89.87
93.40
96.13
98.82
101.42
r 04.35
106.64
109.08
fi1.67
r r5.20
117.41
I r9.90
24.74
2s.03
26.44
28.80
31.72
34.s8
66.46
67.85
70.22
71.55
73.38
74.89
77.83
E0.ll
82.3s
84.51
86.96
8E.87
90.90
93.06
96.00
97.84
99.91
54
F-3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energr Price and
Delay Damage Price shall be the non-levelized enerry price in accordance with Commission Order
34350 effective June l, 2019, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season I - (73.50 %> Season 2 - (120.00 %) Season 3 - (100.00 %)Year Mills/kWh Mills/l(Wh Mills/kWh
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
21.15
21.37
22.41
24.14
26.28
28.39
5l.82
52.84
54.58
55.56
56.90
58.02
60.1 8
6r.85
63.s0
6s.09
66.88
68.29
69.78
71.37
73.53
74.88
76.41
34.53
34.89
36.58
39.41
42.91
46.35
84.60
86.26
89.1I
90.7r
92.90
94.72
98.2s
100.98
103.67
106.27
109.20
l r 1.49
1t3.92
I15.52
120.05
122.26
124.75
28.7E
29.07
30.48
32.84
3s.76
38.62
70.50
7r,89
74.26
75.60
77.42
78.93
81.87
84.1 5
86.39
88.55
9r.00
92.91
94.94
97.10
100.04
I 0l .88
103.96
55
APPENDIX G
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
lnsurance Requirements:
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. lf the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any neason, the Seller will immediately notiff ldaho Power in writing. This notice will
advise ldaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these lnsurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
materialchange or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten (10) days of the annual anniversary
of the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
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 equalto one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
56