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HomeMy WebLinkAbout20200903Application.pdfsm.fi{fl[tvilD :tit* i[r -3 F]4 ?; k$ - ! _1: tfr,r:;-:l* -.1 i'-l- Liu, iil-iT;: t; tllll'tfuiiSStOid Donovan E. Walker An DACORP Company DONOVAN E. WALKER Lead Counsel dwalker@idahopower.com Septembet 3,2020 VlA ELECTRONIC MAIL Jan Noriyuki, Secretary ldaho Public Utilities Commission 11331 West Chinden BIvd., Building 8 Suite 201-A Boise, ldaho 83714 Re Case No. IPC-E-20-34 Shawpatin AgCap, LLC/Mud Creek White Hydro Project ldaho Power Company's Application Regarding the Energy Sales Agreement Dear Ms. Noriyuki: Attached for electronic filing is ldaho Power Company's Application in the above entitled matter. lf you have any questions about the attached documents, please do not hesitate to contact me. Very truly yours, f klatl<- DEW:cld Enclosures DONOVAN E. WALKER (lSB No. 5921) ldaho Power Company 1221West ldaho Street (83702) P.O. Box 70 Boise, ldaho 83707 Telephone: (208) 388-5317 Facsimile: (208) 388-6936 dwa lker@ idahopower.com Attorney for ldaho Power Company BEFORE THE IDAHO PUBLIC UTILIT!ES COMMISSION IN THE MATTER OF THE APPLICATION OF IDAHO POWER COMPANY FOR APPROVAL OR REJECTION OF AN ENERGY SALES AGREEMENT WITH SHAWPATIN AGCAP, LLC, FOR THE SALE AND PURCHASE OF ELECTRIC ENERGY FROM THE MUD CREEK WHITE CREEK HYDRO PROJECT. CASE NO. IPC-E-20-34 APPLICATION ldaho Power Company ("ldaho Power" or "Company"), in accordance with RP 52 and the applicable provisions of the Public Utility Regulatory Policies Act of 1978 ('PURPA'), hereby respectfully applies to the ldaho Public Utilities Commission ("Commission") for an order accepting or rejecting the Energy Sales Agreement ("ESA' or "Agreement") between ldaho Power and Shawpatin AgCap, LLC ("Shawpatin AgCap" or "Selle/') under which Shawpatin AgCap would sell and ldaho Power would purchase electric energy generated by the Mud Creek White Hydro Project ("Facility") located near the city of Buhl, ldaho. ) ) ) ) ) ) ) ) ) APPLICATION - 1 ln support of this Application, ldaho Power represents as follows: I. INTRODUCTION 1. The Seller currently has a PURPA firm energy sales agreement with ldaho Power for this Facility that was executed on April 15, 1985. The expiration date of the 1985 energy sales agreement is December 31 ,2020. 2. The ESA submitted herewith is a new contract with the same Qualifying Facility ("QF") for a new term and current terms and conditions. This ESA complies with the Commission's Order Nos. 32697,32737, and 32802 from Case No. GNR-E-11-03. The ESA contains published rates for projects of 10 average megawatts ("aMW") or less pursuant to Commission Order No. 34350. The Facility is an existing QF that is seeking a replacement agreement. The replacement ESA contains capacity payments for the entire term of the Agreement, with no sufficiency period. See Order No. 32697 at21-22, Order No. 32737 at 5, and Order No. 32871. Pursuant to the Commission's direction in its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for a QF in the "Non-Seasonal Hydro" category based on the surrogate avoided resource ('SAR') avoided cost methodology. 3. The ESA, dated August 31,2020, was executed in compliance with the Commission's orders directing the implementation of PURPA for the state of ldaho and contains avoided cost rates pursuant to the Commission's Order No. 34683 dated May 29,2020. APPLICATION - 2 II. BACKGROUND 4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal Energy Regulatory Commission ("FERC"), require that regulated electric utilities purchase power produced by cogenerators or small power producers that obtain QF status. The rate a QF receives for the sale of its power is generally referred to as the avoided cost rate and is to reflect the incremental cost to an electric utility of electric energy or capacity or both which, but for the purchase from the QF, such utility would generate itself or purchase from another source. The Commission has authority under PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R. 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. However, this ESA is a replacement contract and its rates contain capacity payments for the entire contract term. APPLICATION - 3 III. THE ENERGY SALES AGREEMENT 6. On Augusl 31, 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 "Non-Seasonal Hydro" project. A copy of the ESA is attached to this Application as Attachment 1. Under the terms of this ESA, the Seller elected to contractwith ldaho Powerfor a2O-year term using the non-levelized, non-seasonal hydro published avoided cost rates as currently established by the Commission in Order No. 34683 dated May 29, 2020, for replacement contracts and for energy deliveries of less than 10 aMW. 7. Prior to the Effective Date of this ESA, this Facility has been delivering energy to ldaho Power in accordance with an energy sales agreement dated April 15, 1985, that expires on December 31,2020 ('1985 Agreement"). The Seller plans to continue operating and maintaining a 268.6 kilowatt ('kW") (Nameplate Capacity Amount, paragraph B-1, Appendix B) energy facility located near the city of Buhl, ldaho. The Facility is a QF under the applicable provisions of PURPA. The prices contained in the 1985 Agreement did not contain value for capacity. However, ldaho Power has experienced capacity deficiencies during the term of the 1985 Agreement and has added capacity resouroes to meet those deficiencies. ldaho Power has included the contribution of capacity from the Facility in its resource planning activities throughout the term of the 1985 Agreement, including periods of capacity deficiency. Therefore, ldaho Power believes that the Facility is eligible to receive value for capacity in this ESA for the full term. APPLICATION .4 8. The nameplate rating of this Facility is 268.6 kW. As defined in paragraphs 1.24 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 wil! 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. L The Facility is already interconnected and selling energy to ldaho Power and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for this Facility of January 1,2021. See Appendix B. Articles lV and V of this ESA recognize that information provided under the previous agreement may still be applicable to this replacement ESA. As specified in the ESA, ldaho Power shal! review the previously provided information and will accept the information as previously submitted, request updates to that infonnation, and/or require new information to satisfy compliance with the various requirements for the Seller to be granted a First Energy Date and Operation Date for this replacement ESA. ln addition, ldaho Power will monitor the ongoing requirements through the full term of this ESA. 10. The ESA provides that al! applicable interconnection charges and monthly operational or maintenance charges under Schedule 72 will be assessed to Seller. A Schedule 72 Generator lnterconnection Agreement, or "GIA," between the Seller and ldaho Power is in process but not yet signed. PURPA QF generation must be designated as a network resource ("DNR") to serve ldaho Power's retai! load on its system. ln order for the Facility to maintain its DNR status, there must be a power purchase agreement APPLICATION - 5 associated with its transmission service request in order to maintain compliance with ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff (OATT) and maintain compliance with FERC requirements. 11. The notification of Net Energy Amount monthly adjustments described in paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard Time on the 25th day of the month that is prior to the month to be revised. lf the 25th day of the month falls on a weekend or holiday, then written notice must be received on the last business day prior to the 25th. 12. Article XXI of the ESA provides that the ESA will not become effective until the Commission has approved al! of the ESA's terms and conditions and declared that all payments ldaho Power makes to the Seller for purchases of energy will be allowed as prudently incurred expenses for ratemaking purposes. IV. MODIFIED PROCEDURE 13. Idaho 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. If, however, the Commission determines that a technica! hearing is required, the Company stands ready to prepare and present its testimony in such hearing. 14. Because the existing contract will run its full term and expire on December 31,2020, the parties request that the Commission set a procedural schedule that would result in a final Commission determination prior to the expiration of the existing contract. V. COMMUNICATIONS AND SERVICE OF PLEADINGS 15. Communications and service of pleadings, exhibits, orders, and other APPLICATION - 6 documents relating to this proceeding should be sent to the following Donovan E. Walker ldaho Power Company 1221West ldaho Street (83702) P.O. Box 70 Boise, ldaho 83707 dwa lker@ idahopower. com dockets@idahopower.com Energy Contracts ldaho Power Company 1221\Nest ldaho Street (83702) P.O. Box 70 Boise, ldaho 83707 e n erqvco ntracts@ id aho power. co m VI. REQUEST FOR RELIEF 16. ldaho Power respectfully requests that the Commission issue an order: (1) authorizing that this matter may be processed by Modified Procedure; (2) accepting or rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring 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 3'd day of September 2020. Msd*q DONOVAN E. WALKER Attorney for ldaho Power Company APPLICATION - 7 CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 3rd day of September 2020,1 served a true and correct copy of the within and foregoing APPLICATION upon the following named parties by the method indicated below, and addressed to the following: Leslie lversen P.O. Box 446 Twin Falls, lD 83303 208-293-9110 _Hand Delivered _U.S. Mail _Ovemight Mail _FAXX Email ShawpatinAqCap@omail.com Christy Davenport, Legal Assistant APPLICATION - 8 BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION cAsE NO. IPC-E-20-34 IDAHO POWER COMPANY ATTAGHMENT 1 ARTICLE ENERGY SALES AGREEMENT BETWEEN IDAHO POWER COMPANY AND SHAWPATIN AGCAP, LLC TABLE OF CONTENTS TITLE Definitions No Reliance on Idaho Power rJVarranties Conditions to Acceptance of Energy Term and Operation Date Purchase and Sale of Net Enerry Purchase Price and Method of Payment Environmental Atfibutes Facility and Interconnection Metering, Metering Communications and SCADA Telemetry Records Operations Indemnifi cation and Insurance Force Majeure Liability; Dedication Several Obligations Waiver Choice of Laws and Venue Disputes and Default Govemmental Authorization Commission Order Successors and Assigns Modification J'axes Notices and Authorized Agents Additional Terms and Conditions Severability Countcrparts Entire Agreement Signatures 1 2 3 4 5 6 7 8 I t0 11 t2 l3 14 l5 l6 t7 l8 19 20 21 22 23 24 25 26 27 28 29 I Appendix A Appendix B Appendix C Appendix D Appendix E Appendix F Generation Scheduling and Reporting Facility and Point of Delivery En gineer' s Certifications Forms of Liquid Security Non-Seasonal Hydro Facility Energy Prices Insurance Requirements ENERGY SALES AGREEMENT (Non-SeasonalHydro Facility l0 average Monthly MW or Less) Project Name: Mud Creek White Hydro Project Project Number: 3l41 4l l4 * THIS ENERCY SALES AGREEMENT ("AGREEMENT"), entersd into on tXi, 3/ day of 2020, between SHAWPATIN AGCAP, LLC, (Seller), and IDAHO POWER COMPANY, an ldaho corporation (ldaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Pafiy." WIINESSETH: WHEREAS, Seller owns, maintains and operates a PURPA Quali$ing Facility;and WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation produced by a PURPA Quali$ing Facility. THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agrce as follows: ARTICL& l: DEFINI'I'IONS As used in this Agreement and the appendices attached hereto, the following terms shall have the following meanings: 1.1 "Adjusted [stimated Nel Hner*v Amourlt" - The Estimated Net Enerry Amount specified in paragraph 6.2 including any adjustments that have been made in accondance 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 o'Documents") and to take actions on behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and 1 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 Idaho 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 "eg!0xql5!"ion" * The Idaho Public Utilities Commission. 1'4 "egnlrarlYeg" - The period commencing each calendar year on the same calendar date as the operation Date and ending three hundred sixty-four (364) days thereafter. 1 .5 "DEky-eug*Eglgdo' - One hundred twenty ( 120) days immediately following the Scheduled Operation Date. l-6 "OglgXlDsDAEs" - Current month's Initial Year Monthly Estimated Net Energy Amount as specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current month multiplied by the number of days in the Delay Period in the current month muhiplied by the current month's Delay Price. 1.7 "Delay lgfled" - 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 "Del8v Price" * The current month's Mid-Columbia Market Energy Cost minus the current monthos All Hours Enerry Price as specified in Appendix E-3 of this Agreement. If this calculation results in a value less than zero (0), the result of this calculation will be zero (0). l,9..@(DNR)"-AresourcethatisdesignatcdforIdahoPowernetwork load and does not include any resource, or any portion thereof, that is committed for sale to third parties or otherwise cannot be called upon to meet Idaho Power's network load. I '10 "Designated Dispatch lracility" - Idaho Power's Load Serving Operations, or any subsequent group designated by Idaho Power. I .l I "Effectiye Date" -'l'he date stated in tlre opsning paragraph of this Enerry Sales Agreement representing the date upon which this Energy Sales Agreement was fully executed by both Parties. 2 1.12 "Environmenta! Attributgs" -Any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided emission of pollutants. Environmental Attributes include but are not limited to: (l) any avoided emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (COz), methane (CH4), nitrous oxide, hydrofluorocarbons, per{luorocarbons, sulfur hexafluoride and othcr greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental 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 131the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting Rights are the right of a REC purchaser to repoft the ownership of accumulated RECs in compliance with federal or state law, if applicable, and to a federal or state agency or any other pafi atthe REC purchaser's discretion, and include without limitation those REC Reporting Rights accruing under Section 1 605(b) of 'l he Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. RECs are accumulated on a MWh basis and one REC represents the Environmental Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i) any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax credits or investment tax credits associated with the construction or operation of the Facility and other financial incentives in the form of crcdits, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv) emission rcduction credits encumbered or used by the Facility for compliance with local, state, or federal operating and/or air quality permits. I Avoided emissions may or may not have any value for CHG compliarce purposes. Although avoided emissions are included in the list of Environmental Attributcs, this inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program. 3 r.r3 l.t4 l.l5 l.t6 t.l7 1.18 1.19 1.20 "Estirnated Net Ensrgy Amorm" - 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. .'Fagiliry" - That electric generation facility described in Appendix B of this Agreement "Faqility l".lamsplate Capacity" - The sum of the individual Generation Unit Nameplate Capacities that are installed at this Facility. "First Enefgy.Date" - The day commencing at 00:01 hours, Mountain Time, following the day that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy Date. "[8rcEd-OuBS" * 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 Energlr at the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: l) equipment failure which was not the result of negligence or lack of preventative maintenance, or 2) responding to a transmission provider curtailment order, or 3) unplanned preventative maintenance to repair equipment that left unrepaired, would result in failure of equipment prior to the planned maintenance period, or 4) planncd 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 enerry production. "fuglgd-&gtgs" - Fueled Rates shall apply to Qualiffing Iracility projects fueled with fossil fuels as described in Schedule 73, Rate Options. "-G-enerator Interconnection Agreement (.QlA)" - 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, "Generation [Jnil" - 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. 4 t.2t 1.22 1.23 1.24 1.25 1.26 1.27 I.28 1.29 L30 "Heavy [,oad Hours (HL)" - The daily hours, applicable to energy deliveries, from hour ending 0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day, Memorial Day, Independence Day, l,abor Day, Thanksgiving and Christmas. "lnadyertent Enqrgy" - Electric energy Seller did not intend to generate. Inadvertent enerry is described in paragraph 7.7 of this Agreement. "lnlerconnection Facili$gt'- All equipment specified in the GIA. "lnitial Capflcity I)e " - The process by which Idaho Power confirms that under normal or average design conditions the Facility will generate at no more than ten (10) average megawatts (MW) per month. "Lisht Load Hgurs (LLI'- 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) occurring 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 [[eryyBgferenlg_Prige" - Eighty-five percent (85%) of the Mid-Columbia Market Energy Cost. "lvlaterial l}:eegh" - A Default (paragraph 19.2.1) subjcct to paragraph 19.2.2. "Maximure Capaqity ArQqunt" - The maximum capacity (MW) of the Facility will be as specified in Appendix B of this Agreement. "Mid-Clolumbia Markel Enqryy tesl" - Eighty-two and four tenths percent (82.4%) of the monthly arithmetic average of each day's Intercontinental Exchange ("lCE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day's index prices will reflect the relative proportions of peak hours and offpeak hours in the month as follows: 5 t.3l 1,32 The Mid-Columbia Market Energy Cost actual calculation being: n 824 * (I {(lCE Mid-C Peak Avg* i HL hours for day) + x:1 (ICE Mid-C Off-Peak Avg* * LL hours for day)) I (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 respestive 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 averages shall use only prices reported for LL hours in the immediately preceding and following reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in the nearest (forward or backward) reporting periods or days for which HL prices are 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. "Monthlv Nanrep!@" - Facility Nameplate Capacity (kW) multiplied by the hours in the applicable month. "Nameplate Capagity" - Thc full-load elechical quantities assigned by the designer to a Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolr :unperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to the individual machine or device. This value is established for the term of this Agreement in Appendix B, item B- I of this Agreement and validated in paragraph 4. I .4 of this Agreement. 6 1.33 "Nei-Etgfgy" - All of the electric energy produced by the Facility, less Station Use and Losses, expressed in kilowatt hours (kWh) delivered by the Facility to ldaho Power at the Point of Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Enerry. 1.34 "Ngn-Fueled Rates" - Non-Fueled Rates shall apply to Qualifuing Facility Projects that do not use fossil fuels as their primary fuel as described in Schedule 73, Rate Options. L35 "SgeralipLDate" -'l'he day commencing at 00:01 hours, Mountain Time, following the day that all requirements of paragraph 5.2 have been completed and after the Seller requested Operation Date. L36 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this Facility is delivered to the ldaho Power electrical systcm. 1.37 "PrudEn! Elegtrical Practices" - Those practices, methods and equipment that are commonly and ordinarily used in electrical engineering and operations to operate electric equipment lawfully, safely, dependably, efficiently and economically. 1.38 "Renewabls [qqfgy Cert " or'.REC" - 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 electricity associated with the REC. One REC represents the Environmental Attributcs associated with the generation of one thousand ( I ,000) kWh of Net Energy. 1.39 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the Operation Date. The Scheduled Operation Date provided by the Sellcr shall be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve the Operation Date and complete Article V compliance items. L40 "Schedule 72" - Idaho Power's Tariff No. 101, Schedule72 or its successor schedules as approved by the Commission. 7 t.4l 1.42 1.43 1.44 l.4s 2.1 2.2 3,1 3.2 "Schedule 73" - Idaho Power's TariffNo. 101, Schedule 73 or its successor schedules as approved by the Commission. "Security Dgposit" - $45 per kW Nameplate Capacity of the entire Facility. "Season" - The three periods identified in paragraph 6.2. I of this Agreement. "S!3!ien-Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise related to the production of electricity by the Facility. "'l"ermination Damages" - Financial damages the non-defaulting party has incurred as a result of termination of this Agreement. AR'IICLE II:.No RELIANQE oN IDAHO PoWER Seller Independent Investiggligl - Seller wanants 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 hereunder and has not relied upon the advice, experience or expertise of Idaho Power in connection with the transactions contemplated by this Agreement. Seller lndependent Experts - 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 or acceptance Seller's design, specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho Power and ldaho Power makes no warranties, expressed or implied, regarding any aspect of Seller's design, specifications, equipment or facilities, including, but not limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility. Oualifying Facility StalU - Seller warrants that the Facility is a "Qualifuing Facility," as that term is used and defined in l8 C.F.R. 9292.201et seq. and Seller will take such steps as may be I 3.3 4.1 required to maintain the Faoility's Qualiling Facility status during the term of this Agreement and Seller's failure to maintain Qualif,ing Facility status will be a Material Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifiing Facility status and associated support and compliance documents at any time during the term of this Agreement. FERC License llxemption / Determination - Seller warrants that Seller possesses a valid license, exemption from licensing, or a determination of a quali$ing conduit hydropower facility (pursuant to section 30 of the Pederal 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 qualifuing conduit hydropower facility is a material part of the consideration for ldaho Power's execution of this Agreement. If applicable, Seller will take such steps as may be required to maintain a valid FERC license, exemption, or a determination of a qualiling conduit hydropower facility for the Facility during the term of this Agreement, and Seller's failure to maintain a valid FERC liccnse or exemption will be a material breach of this Agreement. ARTICLE IV: CONDITION$IO AECTiPTANCE OI ENERGY First FnerBy-IJalg - Prior to the Effective Date of this Agreement, this Facility has been delivering enerry to ldaho Power in accordance with a Firm Energy Sales Agreement dated April 15, 1985, and some of the requirements of this Article are similar to the requirements of the 1985 agreement. Prior to the First Energy Date and as a condition of ldaho Power's acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power shall review the previously provided information and at Idaho Power's sole discretion may I ) accept the previously provided information as meeting the requirements of this Article or, 2) require updates to the previously provided information or 3) require the Seller to provide new information to complete the following requirements. 4.1.1 Ligglrses. Leases. Permits. De_te.rrninations. Approvals - Submit proof to ldaho Power that all licenses, leases, permits, determinations and approvals necessary for Seller's 9 4.1.2 4.1.3 4.1.4 operations have been obtained from applicable federal, state or local authorities, including, but not limited to, evidence of compliance with subpart B, l8 c.F.R. Szg2.zol et seq. as a certified Qualiling Facility. Opinion of Counscl - Submit to Idaho Power an opinion letter signed by an attorney admitted to practice and in good standing in the State of ldaho providing an opinion that seller's licenses, permits, determinations and approvals as set forth in paragraph 4.l. I above are legally and validly issued, are held in the name of the Seller and, based 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 Powcr and will acknowledge that the attorney rendering the opinion understands that Idaho Power is relying on said opinion. Idaho power's acceptance of the form will not be unreasonably withheld. 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). Commisgipn Approval - Confirm with Idaho Power that Commission approval of this Agreement in a form acceptable to Idaho Power has been received. lnitial Capacitv Detcrmination - Submit to ldaho Power such data as Idaho Power may reasonably require to perform the Initial Capacity Determination. Such data will include but not be limited to, Generation Unit Nameplate capacity, equipment specifications, prime mover data, resource characteristics, normal and/or average operating design conditions and Station Use data. Upon receipt of this information, ldaho Power will review the provided data and if necessary, request additional data to complete the Initial Capacity Determination within a reasonable time. 4.1.4.1 If the Maximum capacity Amount specified in Appendix B 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 10 4.1.s of the individual Generation Units to be installed at this Facility. Idaho Power will verifu that the data provided establishes the combined Nameplate Capacity rating of the Gensration Units to be installed at this Facility does not exceed ten (10) MW and will determine if the Seller has satisfied the Initial Capacity Determination. 4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity Rating of the individual Generation Units at this Facility exceeds ten (10) MW, Idaho Power will 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. lllamcplate .Capacity - Submit to Idaho Power manufacturer's and engineering documentation that establishes the Nameplate Capacity of each individual Generation Unit that is included within this entire Facility. The sum of the individual Generation Unit capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data, Idaho Power shall review the provided data and determine if the Nameplate Capacity specified is reasonable based upon the manufacturer's specified generation ratings for the specific Generation Units. eompletion Certificate - Submit a certificate executed by an authorized agent of the Seller attesting that all mechanical and electrical equipment of the designated Generation Unit has been completed to enable the Generation Unit to begin testing and deliver Test Energy in a safe manner. Insurarrce - Submit written proof to ldaho Power of all insurance required in Article XIII. lnterconnection - 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 safcly connected to the Idaho Power electrical system. 4.1.6 4.1.7 4.1.8 ll 4.1.9 Designated Network Resource (DNR) * Confirm that the Seller's Facility has completed all ofthe requirements to be an Idaho Power DNR capable of delivering energy up to the amount of the Maximum Capacity at the Point of Delivery. 4.1.9.1 As specified in Appendix B item 7 of this Agreemen! tle Seller's Facility must achieve DNR status prior to Idaho Power accepting any enerry from this Facility. Appendix B item 7 provides information on the initial application process required to enable ldaho Power to determine if network transmission capacity is available for this Facility's Maximum Capacity Amount and/or if 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 thirry (30) days prior to the Scheduled First Energy Date and after the Facility has completed all requirements of the GIA that enable the Facility to come online, Idaho Power will complete the process for getting the Seller's Facility approved as an Idaho Power DNR. If the Seller estimates that the actual First Energy is expected to be different then the Scheduled First Energr Date specified in Appendix B of this Agreement, the Seller must notiff Idaho Power of this revised date no later than 30 days prior to Scheduled First Energy Date. The Facility cannot deliver any energy to ldaho Power until it is approved as a DNR and after completing all the requirements of the GIA and complying with the requirements of this Agreement. 4.1.10 Written Acccptarrcc - Request and obtain written confirmation from Idaho 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 ldaho Power. t2 5.1 5.2 ARTICLE VI TERM AND OPEMTION 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- Prior to lhe Effective Date of this Agreement, this Facility has been delivering energy to Idaho Power in accordance with a Firm Energy Sales Agreement dated April 15, 1985, and some of the requirements ofthis Article are similar to the requirements of the 1985 agreement. Prior to the Operation Date and as a condition of ldaho Power's acceptance of deliveries of energy from the Seller under this Agreement, Idaho Power shall review the previously provided information and at ldaho Power's sole discretion may I ) accept the previously provided information as meeting the requirements of this Article or, 2) require updates to the previously provided information or 3) require the Setler to provide new information to complete the following requirements. A single Operation Date will be granted for the entire Facility and may occur only after the Facility has achieved all of the following: a) The Facility is online and delivering electricity to ldaho Powerat the Point of Delivery. b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical testing has been completed satisfactorily and the Facility is able to provide energy in a consistent, reliable and safe manner. c) Engineer's G:rtificatiorrs - Submit an executed Engineer's Certification of Design & Construction Adequacy and an Engineer's Certification ofOperations and Maintenance (O&M) Policy as described in Commission Order No. 21690. These certificates will be in the form specified in Appendix C but may be modified to the extent necessary to recognize the different engineering disciplines providing the certificates. d) Seller has requested an Operation Date from Idaho Power in a written format. e) Seller has received written confirmation from Idaho Power of the Operation Date. l3 5.3 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 Force Majeure events accepted by both Parties, shell not prevent Delay Damages or Termination Damages from being due and owing as calculated in accordance with this Agreement. Terminatio[ - 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. Delav Damases Billing and Payment - Idaho Power shall calculate and submit to the Seller any Delay Damages 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 Idaho Power. T'erminqtion Qamage.S Billing and Payment - tdaho Power shall calculate and submit to the Seller any Termination Damages due Idaho Power within thirty (30) days after this Agreement has bcen terminated. Seller shall respond within l5 days. In the event of a dispute regarding the calculation of Termination Damages, either party may resort to a court of competent jurisdiction. Seller Payment - Seller shall pay Idaho Powerany calculated Delay orTermination Damages within l5 days from when Idaho Power presents these final adjusted billings to the Seller. Final adjusted billing being the original billing adjusted to reflect any mutually agreed to changes from the original billing. Seller's failure to pay these damages within the specified time witl 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, Security 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 t4 5.4 5.5 5.6 5.7 5.8 6.1 6.2 Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified above will be a Material Breach of this Agreement and ldaho Power may terminate this Agreement. In accordance with Commission Order No. 32697 E(lX8), this Article 5.8 shall not be required in situations where the parties are entering into a new Enerry Sales Agreement ("ESA") for an existing Qualifring Facility ("QF") project already in commercial operation so long as the new ESA is between the same parties and there are no material modifications to the existing QF project. 5.8,1 $ecurity Deposit Release - ldaho Power shall release any remaining Security Deposit provided by Seller promptly after either the Facility has achieved its Operation Date or this Agreement has been terminated and only after all final adjusted Delay and Termination Damages have been paid in full to Idaho Power. ARTICLE VI: PURCHASE AND SALEOFNET ENERGY Net Ener&v Purchase arld DeliverJ - Except when either Party's performance is excused as provided herein, Idaho Power will purchase and Seller will sell all of the Net Enerry to ldaho Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the Seller to ldaho Power at the Poinl of Delivery. Hstimated Net linergy.Arnountl - Neither the monthly Estimated Net Energy Amounts provided as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using an automated electronic input portal provided by Idaho Power. If the electronic portal is not available, Seller will provide Estimated Net Energy Amounts to Idaho Power via email or alternate methods as specified by ldaho Power. 15 6.2.1 Month.ly Estimated NEt .Energy Amounts provided as of thq. Effective Pate of this Agrsemont; Month kwh Season I Season 2 March April May July August November December June September October January February 33,000 3l,000 20,000 12,000 45,000 60,000 53,000 25,000 80,000 85,000 30,000 30,000 Season 3 6.2.2 Seller's A4justment of EstimatOd 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 ldaho Power if available. If portal is not available, then written notice must be provided to Idaho Power by electronic notice (electronic mail) as agreed to by both parties. 6.2.3 $eller's Adjustment of Estimated Net Energy Amounts After the Ope$tion D..ate - After the Operation Dale, the Seller may revise any future monthly Estimated Net Enerry Amounts by providing written notice no later than 5 PM Mountain Standard tims on the 25th day of the month that is prior to the month to be revised. If the 25m day of the month falls on a weekend or holiday, then 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 to revise the Estimated Net Energy Amount for October, they would need to submit a 16 6.2.4 revised schedule no later than September 25rh or the last business day prior to September 25t.. a.) This revision must be submitted using the electronic portal provided by ldaho Power if available. If portal is not available, then written notice must be provided to ldaho Power by electronic notice (electronic mail) as agreed to by both parties. b.) tf the Seller does not update the electronic portal or provide written notice of changes to the Estimated Net Energy Amounts, then it will be deemed to be an election of no change from the most recently provided monthly Estimated Net Energy Amounts. Idaho Power is unable to accept any requested changes to the Estimated Net Energy Amounts if the date and time that ldaho Power receives the requested change is after the deadline. ldaho Pgyyer Adjustment q[Monthfy [stimated Net Enerqy Amo-unts - If ldaho 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 Enerry Deliveries as specified in paragraph 12.3.1 and the Seller's declared Suspcnsion of Energy f)eliveries is accepted by Idaho Power, the monthly estimated Net Energy amount as specified in paragraph 6.2 for the specific montl 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 thc cvent occurred: NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2) SGU a.) If ldaho Power is excused from accepting the Seller's Net Energy as specified in paragraph 12.2.1 this valuc will bc equal to the percentage of curtailment as specified by lduho Power multiplied by the TGU as defined below. b,) If the Seller declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 this value will be the sum of the individual Ceneration Units size ratings as specified in Appendix B that are impacted by the circumstances causing the Seller to declare a Suspension of Energy Deliveries. t7 TGU RSH = TH= Sum of all of the individual generator ratings of the Generation Units at this Facility as specified in Appendix B of this agreement. Actual hours the Facility's Net Energy deliveries were eitler reduced or suspended under paragraph 12.2.1or 12.3.1 Actual total hours in the current montJr Resulting formula being: Adjusted Estimated Net Energy Amount NEA ((+#xNEA).(#)) 6.3 7.1 This Adjustcd Estimated Net Energy Amount will be used in applicable Surplus Energy calculations for only the specific month in which ldaho Power was excused from accepting the Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries. f.Ailure to Deliver Minimum Amounts.of Net.Energy - Unless excused by an event of Force Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energ;r 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 constitutc an event of dcfault. aB'llc[.E vll: PURC!{ASE PRIgE ANp rvlEfr-roDllF P&YMIN] Surylus ljner'&y - ( 1) Net Energy produced by the Seller's Facility and delivered to the ldaho Power electrical system during the month which exceeds one hundred ten percent ( I I 0%) of the monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the Idaho Power electrical system during the month is less than ninety percent (90%) of the monthly Adjusted Estimated Net Enerry Amount for the corresponding month specified in paragraph 6,2, l8 7.2 7.3 7.4 7.5 7.6 7.7 then all Net Energy delivered by the Facility to the ldaho 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 elechical system prior to the Operation Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy. $urplus Dnergy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the currsnt month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is lower. Base-Elergy - The Net Enerry produced by the Seller's Facility and delivered to the ldaho Power electrical system after the Facility has achieved an Operation Date which is greater than or equalto 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 Energy Heavy Load Purchase Prige- For all Base Energy received during Heavy Load Hours, Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as specified in Appendix E. Base Energy Light Load Purchase Price - For all Base Enerry received during Light Load Hours, Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as specified in Appendix E. All--fisuru E[p.s,y-f.t.l!c-* The price to be used in the calculation of the Surplus Energy Price and Delay Damage Price shall be the monthly non-levelized AII Hours Energy in Appendix E. lnadvertent linergy - 7.7.1 Inadvertent Energy is electric enerry produced by the Facility, expressed in kWh, which the Seller delivers to Idaho Power at the Point of Delivery that exceeds ten thousand (10,000) kW multiplied by the hours in the specific month in which the energy was delivered. (For example, January contains 744 hours. 744 hours times 10,000 kW : 7,440,000 kWh. Energy delivered in January in excess of 7,440,000 kWh in this example would be Inadvertent Energy.) t9 7.8 7.9 Ll 7.7.2 Although Seller intends to design and operate the Facility to generate no more than ten (10) average MW monthly and therefore does not intend to generate and deliver Inadvertent Energy, Idaho Power will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but will not purchase or pay for Inadvertent Enerry. 7.7.3 Delivering Inadvertent Energy to ldaho Power for two (2) consecutive months andlor in any three (3) months during a Conftact Year will be a Material Breach of this Agreement and ldaho Power may terminate this Agreement within sixty (60) days after thc Material Breach has occurred. Payments - Undisputed Base Energy and Surplus Energr payments, less any payments due to ldaho 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 ldaho 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 the Clommis$iEl - This Agreement is a special contract and the rates, terms and conditions contained in this Agreement will be construed in accordance with Idaho Powgr Company v. ldaho Public Utilities Commission and Afton Enertrv. Inc., 107 ldaho 781,693 P.2d 427 (1984), ldaho Power Company v. Idaho Public.Utilities Commission,l0T ldaho 1122, 695 P.2d I 261 (1985), Afton [,nerqy. Inc. v. Idaho Power Company, I I I ldaho 925,729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. 5292.303- 308 ARTICLE VIII: ENV ATTRIBUTES Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and Renewable Energy Certificates as defined within this Agreement and directly associated with the production of energy from the Seller's Facility arc owned by the Seller. 20 9.1 ARTICLE IX: FACILITY AND T.NTERCONNECTION Desiqn of Facility - Seller willdesign, construct, install, own, operate and maintain the Facility and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery forthe fullterm ofthe Agreement in accordance with the GIA. ARTICLE X: M COMMUNICATIONS AND SCADA TELEMETBY l0.l Meterin$ - ldaho Power shall, provide, install, and maintain metering equipment needed for metering the electrical energy production from the Facility. The metering equipment will be capable of measuring, recording, retrieving and reporting the Facility's hourly gross electrical energy production, Station Use, maximum energy deliveries (kW) and any other electricity measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and integrate this Facility's electricity delivered to the ldaho Power electrioal system. Specific equipment, installation dctails and requirements for this metering equipment will bs established in the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this equipment as specified in Schedule 72 and the GIA. 10.2 Melering Communioallions - Seller shall, at the Seller's solc initial and ongoing expense, arrange for, provide, install, and maintain dedicated metering communications equipment capable of transmitting the metering data specified in paragraph 10.1 to ldaho Power in a frequency, mannor and form acceptable to Idaho Power. Seller shall grant ldaho Power sole control and use of this dcdicated metering communications equipment. Specific details and requirements for this metering communications equipment will be established in the CIA process and documented in the GIA. 10.3 S$perviso& Control and Data AcqUisitign (SCADA) l'elemetry * [n addition to the requirements of paragraph l0.l and 10.2, Idaho Power may require telemetry equipment and telecommunications which will be capable of providing ldaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent EnergSr production in 2l a form acscptable to Idaho Power. Seller shall grant ldaho Power sole control and use of this dedicated SCADA and telecommunications equipment. Specific details and requirements for this SCADA Telemetry and telecommunications equipment will be established in the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this equipment as specified in Schedule 72 and the GIA. ARTICLE XI - RECORDS 1l.l MaintenaqceofRecords - Seller shall maintain monthly records at the Facility or such other location mutually acceptable to the Parties. These records shall include total generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW) and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained for a period ofnot less than five (5) years. ll.2 lltspection - Either Party, after reesonable notice to the other Pafi, 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. ARTICI,E XII: OPER,ATIONS 12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating communications through ldaho Power's Designated Dispatch Facility in accordance with the CIA. 12 .2 A!:ceptance of Unerqv - 12.2.1 ldaho Power shall be excused from accepting and paying for Net Energy or accepting Inadvertent Energy which would have otherwise been produced by the Facility and delivered by the Seller to the Point of Delivery: a.) If generation deliveries are interrupted due an event of Force Majeure or Forced Outage. b.) If intemrption of generation deliveries is allowed by Section 210 of the 22 Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. 5292.304 c.) lf temporary disconnection and/or intenuption of energy deliveries is in accordance with Schedule 72 or other provisions as specified within the GIA. d.) If ldaho Power determines that curtailmont, interruption or reduction of Net Enerry 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 l.'acilities is unsafe or may otherwise adversely affect Idaho Power's equipment, personnel or service to its customers, Idaho Power may temporarily disconnect the Facility from ldaho Power's transmission/distribution system as specified within the GIA or Schedule 72 ar take such other reasonable steps as ldaho Power deems appropriate. 12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in time. Sellcr's failure to limit deliveries to the Maximum Capacity Amount will be a Material Breach of this Agreement. 12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from accepting the Facility's generation, Idaho Power's damages shall be limited to only the value of the estimated electricity that Idaho Power was unable to accept valued at the applicable energy prices specified in this Agreement. Idaho Power will have no responsibility to pay for any other costs, lost revenue or consequential damages the Facility may incur. 23 12.3 S?ller Declared Suspension of Enerey .Delivsries 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 Enerry ftW) to Idaho Power from the Facility to not exceed the teduced eners/ deliveries (kW) stated by the Seller in the initial declaration for a period ofnot less than forty-eight (48) 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 specified in paragraph 12.3.2 and will continue for the time as specified in the written notification provided by the Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Estimated Net Enerry Amount will be adusted 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 notifu the Designated Dispatch Facility by telephone. The beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the next full hour after making telephone contact with Idaho Power. The Seller will, within twenty four (24) hours after the telephone contac! provide ldaho Power a written notice in accordance with Article XXV that will contain the beginning hour and expected duration of the Declared Suspension of Energy Deliveries, a des*iption of the conditions that caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced level (kW) of energy deliveries the Facility is requesting that will be set as the maximum energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy Delivery event (not less than 48 hours). Idaho Power will review the documentation provided by the Seller to determine Idaho Power's acceptance of the described Forced Outage as qualiffing for a Declared Suspension of Enerry Deliveries as specified in paragraph 12.3.1. ldaho Power's arceptance of the Seller's Foreed Outage as an acceptable Forced Outage will be based upon the clear documentation provided by the Seller that the 24 Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility. 12.4 Scheduled Maintenancg - On or before January 3l't of each calendar year, Seller shall submit a written proposed maintenance schedule of significant Facility maintenance for that calendar year and ldaho Power and Seller shall mutually agree as to the acceptability of the 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 ldaho Power of a change to this schedule. The Parties determination as to the acceptability of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintcnancc schedule. 12.5 ldaho Power Maintenance lnformation - Upon receiving a written request from the Seller, Idaho Power shall provide publicly available information with regard to ldaho Power planned maintenance information that may impact the Facility. 12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller prior to interrupting the interconnection or curtailing deliveries from the Seller's Facility. Seller understands that in the case of emergency circumstances, real time operations of the electrical systemo and/or unplanned events, ldaho Powcr may not be able to provide notice to the Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to ldaho Power. 13. I ARTICLE XIII : " TNDEMNIFTQATION AND INSURANCE I_ndcmnification - Each Party shall agree to hold harmless and to indemnify the other Party, its officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage, expense and liability to third persons for injury to or death of person or injury to property, proximately caused by the indemniling Party's, (a) construction, ownership, operation or maintenance of, or by failure of, any of such Party's works or facilitics used in connection with this 25 13.2 Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifring Party shall, on the other Party's request, defend any suit asserting a claim covered by this indemnity. The indemnifuing Party shall pay all documented costs, including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity. lnsurance - During the term ofthis Agreement, Seller shall secure and continuously carry insurance as specified in Appendix F. ARTICLE XIV: FOR.CE MAJEURE 14.1 Force Majeure - As used in this Agreement, "Forco Majeure" or "an eyent 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 exercis€ ofreasonable foresight such party could not reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome. Fluctuations and/or changes ofthe motive force and/or the fuel supply are not events of Force Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this Agreement because of an evcnt of Force Majeure, both Parties shall be excused from whatever performance is affected by the event of Force Majeure, provided that: (1) The non-performing Parly shall, as soon as is reasonably possible after the occurrence of the Force Majeure, givc the othcr Party written notice describing the particulars of the occurrence. (2) The suspension of performance shall be of no greater scope and of no longer duration than is required by the event of Force Majeure. (3) No obligations of either Parly which arose before the occurrence of the F'orce Majeure event and which could and should have been fully performed before such occurrence shall be excused as a result ofsuch occurrence. 26 ARTI9.LE XV: LIABILITY: DEDICATION l5.l Lirgitation of L,iability - 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 ofthat Party's system or any portion thereofto the Party or the public or affect the status of Idaho Power as an independent public utility corporation or Seller as an independent individual or entity. ARTICLE XVI: SEVERAL OBLIGATIONS l6.l Several Oblisations - Except where specifically stated in this Agreement to be otherwise, the duties, obligations and liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in this Agreement shall ever be construed to create an association, trust, parlnership orjoint venture or impose a trust or partnership duty, obligation or liability on or with regard to either Par(y. Each Party shall be individually and severally liable for its own obligations under this Agreement. ARTICLE XVII: WAIYIB 17.l Waiver - Any waiver at any time by either Party of its rights with respect to a default under this Agreement or with respect to any other matters arising in connection with this Agreement shall not be deemed a waiver with respect to any subsequent default or other matter. ARTICLE XVIII: CHOICE OF LAWS AND VENUE, l8.l Statq of ldaho.laws - This Agreement shall be construed and interpreted in accordance with the laws of the State of ldaho 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. 27 ARTICLE XTX: DTSPUTE-S AND.DEEAUTT 19.1 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 Defaul 19.2.1 Dsfaults - If either Party fails to perform any of the terms or conditions of this Agreement (an "event ofdefault"), the non-defaulting Party shall cause notice in writing to be given to the defaulting Party, speciffing the manner in which such default occurred. If the defaulting Parly shall fail to cure such default within the sixty (60) days after service of such notice, or if the defaulting Party reasonably demonsffates to the other Parly 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 Breaqhes - The notice and cure provisions in paragraph 19.2.1 do not apply to delaults identified in this Agreement as Material Breaches. Material Breaches must be cured as expeditiously as possible following occuffence ofthe breach. Idaho Power can terminate the Agreement at any time following the Material Breach unless there is a specific cure, or cure period, identified by this Agreement for that specific Material Breach then that cure, or cure period, shall apply. 19.3 Operatio_n..Date Requirements - Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide ldaho Power with the following: 19.3.1 !0surance - Evidence of compliance with the provisions of Appendix F. If Seller fails to comply, such failure will be a Material Breach. 19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will supply ldaho Power with a completed Certilication of Ongoing Operations and Maintenance form as specified in Appendix C. The cedfication will be from a 28 20.1 2l.t Registered Professional Engineer licensed in the State of ldaho. Seller's failure to supply the required certificate will be an event of default. Such a default may only be cured by Seller providing the required certificate; and 19.3.3 Licenses / trases / Permits / Determinalions - During the full term of this Agreement, Seller shall maintain compliance with all leases, permits, Iicenses 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 4.1 .l . If at any time Seller fails to maintain compliance with the leases, permits, licenses and determinations described in paragraph 4.1 .l 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 Idaho Power evidence of compliance from the permitting agency. ARTICLE XX: GOYERNMENTAL AUTHORIZA.|ION This Agreement is subject to the jurisdiction of those govemmental agencies having conhol over either Party of this Agreement. ARTICLE XXI: COMMISSION ORDER Commi$_i*on Order - Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. This Agreement shall only become finally effective upon the Commission's approval of all terms and provisions hereof without change or condition and declaration that all payments to be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes. ARTICLE XXII: $UCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to thc bcnefit of the rcspective successors and assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party 29 22.1 hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior written consent of both Parties, which consent shall not be unreasonably withheld. Any party with which ldaho Power may consolidate, merge, convey or transfer substantially all of its electric utility assets, shall automatically, without further act, and without need of consent or approval by the Seller, succeed to all 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 remcdies 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 XXf ll: MODIIICATION 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. ARTICLEXXIV: TAXES 24.1 Each Party shall pay before delinquency all axes and other governmental charges which, if failed to be paid when due, could result in a lien upon thc Facility or the Interconnection Facilities. 25.1 ARTICLE XXV: NOTICES AND AUTHORIZEDAGENTS Notices - All written notices under this Agreement shall be directed as follows and shall be considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first- elass, postage prepaid, as follows: To Seller: Origina! document to: Leslie lversen P.O, Box 446 Twin Falls, ID 83303 2082939110 $haxpaljlA gcap@&Bad, gp$ 30 To ldaho Power: Original document to: Vice President, Power Supply Idaho Power Company PO Box 70 Boise,Idaho 83707 energycontracts@ idahopo\Mer.com Copy ofdocument tq: Cogeneration and Small Power Production Idaho Power Company PO Box 70 Boise, Idaho 83707 enerrycontr&cts@i dahopower. com Either Party may change the oontact person and/or address information listed above, by providing written notice from an authorized person representing the Party 25.2 AuthorizedAgent(s) Name Ijlle Owner Agent Leslie lversen Scott Kaster The Seller may modifu the Authorized Agents by requesting and completing an Authorized Agent form provided by Idaho Power. This document will include the requested changes and require signature(s) from an authorized party ofthe Seller. 31 26.t 26.2 ARTIC LE XXVI : ADDI'IIOIJAL TERM S- Al-tJD CON DITI.ON S F4ual Emplo),qent. Seller agrees to comply with all applicable equal employment opportunity, small business, and affirmative action laws and regulations. All Equal Employment Opportunity and affirmative action laws and rcgulations are hercby incorporated by this reference, including provisions of 38 U.S.C. $4212, Executive Order 11246,as amended, and any subsequent executive orders or other laws or regulations relating to equal opportunity for employment on government contracts. To the extent this Agreement is covered by Executive Order 11246,the 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. 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 complele at the time the Seller executes this Agreement, the Seller understands that the Seller's obligations to pay Delay and Termination Damages associated with the project's failure to achieve the Operation Date by the Scheduled Operation Date as specified in this Agreement is not relieved by final interconnection or transmission costs, processes or schedules. c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility is eligible for the published avoided costs requested by the Seller and contained within this Agreement, Commission Order No. 34628 effective June I ,202A, 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. a^5L 26.3 This Agreement includes the following appendices, which are attached hereto and included by reference: Appendix A Appendix B AppendixC Appendix D Appendix E Appendix F Generation Scheduling and Reporting Facility and Point of Delivery Engineer's Certifi cations Forms of Liquid Security Non-Seasonal Hydro Facility Energy Prices Insurance Req uirements ARTICLE XXVII: SEVERABILITY 27 .l The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other terms or provisions and this Agreement shall be construed in all other respects as if the invalid or unenforceable term or provision were omittpd. ARTICLE XXVIII : COTJNTERPA&TS 2E.l This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall oonstitute one and the same instrument. 33 ARTICLE XXIX: ENTIRE AGREEMENT 29.1 This Agreement constitutes the entire Agreernent of the Parties concerning the subject matter hereof and supersedes all prior or conterryoraneous oral or written agreements between the Parties concenfng the subject matter hereof. IN WTTNESS WHEREOF, The Parties hereto have caused this Agreement to be executed in their respective names on the dates set forth below: Idaho Power Company Shawpatin AgCap, LLC By By \],uMbr Ryan Adelman Vice President, Power Supply Leslie lversen Owner Dated 8 /r, lr,Dated Ax+\zoao "Idaho Power"t'Seller" 34 APPENDIX A A -I MONTHLY POWER PRODUCTION AND SWITCHING REPORT At the end of each month, the power production and switching report will be emailed to: csppaccounting@idahopower.com If email is not available, then the report can be mailed to: ldaho Power Company Cogeneration and Small Power Production Reports C/O Financial Accounting l22l W.Idaho Boise, Idaho 83702 The meter rcadings required on this report will be the readings on the ldaho Power meter equipment measuring the Facility's total energy produotion and Station Usage delivered to Idaho Power and the maximum generated enerry (kW) as recorded on the metering equipment and/or any other required enerry measurements to adequately administer this Agreement. This document shall be the document to enable ldaho Power to begin the energy payment calculation and payment prooess. The meter readings on this report may not be used to calculate the aotual payment, but instead will be a check of the automated meter reading information that will be gathered as described in item A-2 below: 35 Idaho Power Company Cogeneration and Small Power Production MONTHLY POWER PRODUCTION AND SWITCHING REPORT Month Year Project Name Address City Projeet Phone Number: State zip Facility Outout Station Usase Metered Maximum kw Meter Number: End of Month kWh Meter Reading: Beginning of Month kWh Meter: Difference: Times Meter Constant: kWh for the Month: Metered Demand: Net Generation Breaker Opening Record Breaker Closing Record Date Time Meter Dnte Time Meter * Bresker Openins Rea$on Codes I Lack of Adequate Prime Mover 2 Forced Outage of f,'acility 3 Disturbance of IPCo System 4 Scheduled Maintenance5 Testing of Protection Systems 6 Cause Unknown 7 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 Sales Agreement to which I am a Parff. Signature *Reason 36 Date A.2 AUTOMATED METER READING COLLECTION PROCESS Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect the meter reading information *om the Idaho Power provided metering equipment that measures the Net Enerry and energy 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 energy measunements to adequately administer this Agreement. A.3 SELLER CONTACT INFORMATION Sel.l_er's Contact In&rIr{ion lrojeot Manasement Name: Leslie Iverson Cell Phone: 208-293-91 I 0 24-HorS Project Operational Contact Name: Scott Kaster Cell Phone: 208-7 3 1 -5 499 Proiect On-site Contact inforlnatlon Name: Scott Kaster Cell Phone: 208-731-5499 37 B-l B-2 B-3 APPENDIX B FACILITY AND POINT OF DELIVERY ProjectName: Mud Creek White Hydro Project Project Number: 3 141 4ll4 DESCRIPTION OF FACILITY This project is 3 miles NW of Buhl. It is located on Mud Creek. On private property is a diversion structure diverting water into a concrete raceway and delivered to thc pcnstock intake. Penstock is 36 inch, I 100 feet long. Net head is 80 feet. Powerhouse is concrete cinder block. 2 units, one vertical Byron Jackson wicket gated turbine, direct coupled to induction generator. The other unit is a horizontal split case, fixed flow turbine, direct coupled to induction generator. Facility Nameplate Capacity: 268.6 kW Qualifuing Facility Category (Small Power Production or Cogeneration): Small Power Production Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled Any modifications to the Facility, including but not limited to the generator or turbine, that (1) increases or dereases the Facility Nameplate Capacity, or (2) changes the Qualifoing Facility Category, or (3) changes the Primary Energy Source or (4) changes to the generator fuel and subsequently the Fueled Rate or Non-Fueled Rate, will require a review of the Agreement terms, conditions and pricing and Idaho Powcr, at its sole determination, may adjust the pricing or terminate the Agreement. If the Agreement is terminated because of said modifications, the Seller will be responsible for any Termination Damages. LOCATION OF FACILITY Near: Buhl,Idaho Actual or nearest physical street address: NW ll4 528, T9S, Rl4E GPS Coordinates: Latitude Decimal Degrees 42.651807 LongitudeDecimalDegrees -114J91590 State: Idaho County: Twin Falls Dcscription of Interconnection Location: Interconnection is next to powerhouse SCHEDULED FIRST ENERGY DATE AND OPERATION DATE This Facility is interconnected and already delivering energy to Idaho Power pursuant to a Firm Enerry Sales Agreement that the parties agree to have expire on December 31,2020. The First Enerry Date and the Operation Date for this Agreement will be at hour beginning 00:01 on January 38 l, 2021, provided that the Commission approves the replacement Agreement and the Seller completes all of the Article IV and Article V requirements prior to January l,2A2l. B-4 MAXIMUM CAPACITY AMOUNT: The Maximum Capacity Amount is 268.6 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 that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time. B-5 POINT OF DELIVERY "Point of Delivery" means, untess otherwise agreed by both Parties, the point of where the Seller's Facility enerry is delivered to the Idaho Power electrical system, The GIA will determine the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will become an integral part of this Agreement. 8-6 LOSSES If the Idaho Power mctcring cquipment is capable of measuring the energy deliveries by the Seller to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for this Facility. If the ldaho Power metering equipment is unable to measure the enerry delivsries directly at the Point of Delivery, the Losses will be calculated. This loss calculation is currently setat L49o/o ofthe kWh elechicity production recorded on the Facility generation metering equipment. lf at any time during the term of this Agreement, ldaho Power determines that the loss calculation needs to be revised due to a change in the electrical equipment or some other factor, then ldaho Power may adjust the calculation and retroactively adjust the previous month's kWh loss calculations. B-7 DESTGNATED NEI'WORK RESOURCE (DNR) This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR status will continue if this Agreernent is l) executed and approved by the Commission, and2) a 39 GIA has been executed by both parties and 3) the Seller is in complianco with all requirements of that GIA. Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved the status of being an Idaho Power DNR. Federal Energy Regulatory Commission (*FERC") rules require Idaho Power to prepare and submit the application to achieve DNR status for this Facility. Because much of the information ldaho Power needs to prepare the DNR application is specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely mannsr is contingent upon timely receipt of the required information from the Seller. Prior to ldaho Power beginning the process to enable Idaho Power to submit a request for DNR status for this Facility, the Seller shall have I ) filed a Generation Interconnection application, 2) submitted all information required by Idaho Power to complete the application, and 3) either executed this Agreement or, at a minimum, provided Idaho 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 manuer can significantly impact Idaho Power's ability and cost to attain the DNR designation for the Seller's Facility and the SeUer shall bear the costs ofany ofthese delays that are a result ofany action or inaction by the Seller. 40 APPENDIX C ENGINEER'S CERTIFICATION OF OPERATIONS & MAINTENANCE POLICY Theundersigned,o[behalfofhimself/herselfand , hereinafter collectively referred to as "Engineer," hereby states and cqtifies 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," between Idaho Power as Buyer, and as Seller, dated 3. That the cogeneration or small power production project which is the subject of the Agreement and this Statement is identified as Idaho Power Company Facility No.and is hereinafter referred to as the "Project." 4. That the Project, which is commonly known as the is located in Section Township Range Boise Meridian,County,ldaho. 5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical enerry to ldaho Power for a _----__ year period. 6. That Engineer has substantialexperience in the design, construction and operation ofelectric 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 that, said Project has been designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of years That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is 41 9 relying on Engineey's reprcsentations and opinions contained in this Statemont. 10. That Bngineer cer.tifies that the above staternents aro complote, hue and accut"tre to tho best of his/her knowledge and therefore sets his/hor hard and seal below. By (P.8. Stamp) Date 42 APPENDIX C ENGINEER'S CERTIFICATION OF ONGOTNG OPERATIONS AND MAINTENANCE The undersigned on behalf of himselflherself and hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as follows: l. That Hngineer is a Licensed Professional Engineer in good standing in the State of Idaho. 2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement," between Idaho Power asi Buyer, and as Seller, dated 3. That the cogeneration or small power production project which is the subject of the Agreement and this Statement is identified as ldaho Power Company Facility No.and hereinafter referred to as the "Project". 4. That the Project, which is commonly known as the is located in Section Township Range ..--t Boise Meridian,County,ldaho. 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 desigx, construction and operation of elecffic power plants of the same type as this Project. 7. That Engineer has no economic relationship to the Design Engineer of this Project. 43 8. That Engineer has made a physical inspection of said Project, its operations and maintenance records since the last previous certified inspection. The Engineer certifies, based on the Project's appearance and the information provided by the Project, that the Project's ongoing O&M has bren completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will continue producing at or near its design electrical output, efficiency and plant factor for the remaining years of the Agreement, 9. That Engineer recognizes that 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 ar€ complete, true and accurate to the best of his/her knowledge and thelrfore sets hiVher hand and seal below. By (P.8. Stamp) Date 44 APPENDIX C ENGINEER'S CERTIFICATION OF DESIGN & CONSTRUCTION ADEQUACY The undersigned on behalf of himself/herself and hereinafter collectively referred to as "Engineer", hereby states and certifies to ldaho Power as follows: l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho. 2. That Engineer has reviewed the Enerry Sales Agreement, hereafter referred to as the "Agreement", between Idaho Power as Buyer, and ts Seller, dated 3.That the cogeneration or small power production project, whioh is the subject of the Agreement and this Statement, is identified as ldaho Power Company Facility No is hereinafter referred to as the "Project". and 4. That the Project which is commonly known as the _Project, is located in SectionTownship-Range_--'BoiseMeridian,-County,Idaho. 5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to ldaho Power for a -.-- year period. 6. 'l'hat 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 and has made the analysis of the plans and specifications independently. 8. That Engineer has reviewed the engineering design and construction of the Project, including the civil work, electrical work, generating equipment, prime mover convcyance 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 45 applicable codes and consistent with Prudent Electical Practices as thatterm is described in the Agreement. 10. That the design and oonstruction of the Project is such that with reasonable and prudent operation and maintemsnce praotioes by Sellu, the Project is capable of performing in accordance wi0t the terms of the Agreement and with Prudent Electrioal Practices for a ,year period. ll. That Engineer rccognizes that ldaho Power, in accordance with poragaph5.2 of the Agreement iu intemconnecting the Project wittr its system, is relying on Engineey's representations and opinions contained in this Statement. 12. That Engineer ce*ifies thaf the above statements are comple&, true and accurate to ttre best of his/trer knowledge and therefore sets hi#her hand and seal below. By (P.8. Stamp) Date 46 APPENDIX D FORMS OF LIQUID SECURITY The Seller shall provide Idaho Power with commercially reasonable security instruments such as Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other forms of liquid financial security that would provide readily available cash to ldaho Power to satisff 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 creditworthiness of the entity providing the security instrument in relation to the term of the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or Letter of Credit issued by any other entity with a short-term or long-term investment grade credit rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to have acceptable fi n ancial creditworthiness. l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with ldaho Power. Idaho Power will not be responsible to calculate or pay any interest on these funds deposited with Idaho Power. 2. Cash 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 47 the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfr each security rcquirement 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 Seeurity Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irrevocable l,etter of Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of Credit may be provided for all security requirements, however detailed accounting of the individual security requirements must be maintained by the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfu each security requirement within the individually identified accounts. The Seller shall be responsible for all costs assosiated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit. 48 E-I APPENDIX E NON.SEASONAL HYDRO FACILITY ENERGY PRICES (Prices based on the Nameplate Capacity Amount of 268.6 kW, Non-Fueled Rates) Base En$gy Heaw Load Purchasc Price - For all Base Energy received during Heavy [,oad Hours, Idaho Power will pay the non-levelized enerry price in accordance with Commission Order No. 34628 effective June l, 2020, with full capacity payments per Commission Order No. 32697 and seasonalization factors applied: Season 1 -(73.50%) Season 2-(120.00%) Season 3 - (100.00 %) Year Mills&Wh Mills/kWh Mills/kWh 2021 2022 2023 2024 202s 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2437 203 I 2039 2040 2041 40.37 40.72 41.78 43.63 46.34 49.02 5r.10 52.72 53.78 54.37 55.21 56.51 58.05 59.51 60.79 62.t2 64.07 65J2 67.06 68.43 69.76 65.90 66.47 68.21 71.23 75.66 80.04 83.43 86.07 87.81 88.76 90.13 92.26 94.77 97.16 99.25 rat.42 104.61 107.30 149,49 nt,73 I I 3.90 54.92 55.39 56.84 59,36 63.0s 66.70 69.52 71.72 73.17 73.97 75.1r 76.88 78.97 80.97 82.71 84.52 87.1 I 89.42 91.24 93.il 94.92 49 E-2 E&tr Wry liishf Imfrdfufr.IaqsjPri - For all Base Enerry received during Light Load Hours, Idaho Power will pay the non-levelized enerry price in accordance with Commission Order No. 34628 effective June In 2020, with full capacity payments per Commission Onder No. 32697 and seasonalization factorr applied: Season I -(73.50%) Season 2 -(120.00Vo) Season 3 - (100.00 %) Year MillslkWh MilldkWh Mills/kWh 2021 2022 2023 2024 2025 7026 2027 2028 2029 2030 2031 2032 2033 2034 203s 2036 2037 2038 2039 2M0 204r 3s.01 3s.36 36.43 38.28 44.99 43.67 45.75 47.36 48.43 49.02 49.86 51.16 52J0 54.16 55.44 56.77 58.72 60.37 61.71 63.08 64.4t 57.17 57.74 59.47 62.49 66.93 7t.30 74,69 77.33 79.07 80.03 81.40 83.52 85.03 E8.42 90.52 92.69 95.87 98.57 100.75 102.99 105. l6 47.64 48.1I 49.56 52.08 s5.77 59.42 62.24 &.44 65.89 65.69 67.83 69.60 71.69 73.69 75.43 77.24 79.90 82.14 83,96 85.83 87.64 50 E-3 All Hours Energy.Pfise - The price to be used in the calculation of the Surplus Enerry Price and Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order 34628 effective June l, 202A, with full capacity payments per Commission Order No. 32697 and seasonalization factors applied: Season l -(73.50%) Season 2-(120.00%> Season 3 -(100.00 %)Year Mills/kWh Mills/kWh MittykWh 202r 2022 2023 2024 202s 2026 2027 2028 2029 2030 203t 2032 2433 2434 2435 2036 ?037 2038 2039 2040 2041 37.98 38.33 39.39 41.2s 43.96 46.64 48.72 50.33 5l .40 51.99 52.82 54.13 55.67 s7.13 58.41 59.74 61.69 63.34 64.68 66.05 67.38 62.02 62.59 64.32 67.34 71.77 76.t5 79.54 82.18 83.92 84.88 86.24 88.37 90.88 93.27 95.37 97.53 100.72 103.42 r 0s.60 107.84 110.01 5l.68 s2.16 53.60 56.12 59.8 r 63.46 66.28 68.48 69,93 70.73 71.87 73.64 75.74 77.73 79.4? 81,28 83.94 86.1 8 88.00 89.87 91.68 5l APPENDIX F IN SURANCE REQUIREMENTS The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of the Agreement. Insurance Requircments: I ' All insurance required by this Agreement shall be placed with an insurance company with an A.M. Best Company rating of A- or better. 2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses for any nsason, the Seller will immediately notifu Idaho Power in writing. This notice will advise ldaho Power of the specific reason for cancellation, material change or lapse and the steps being taken to comply with these Insurance Requirements. Failure to provide this notice and to comply with these Insurance Requirements within five (5) days of the cancellation, material change or lapse will constitute a Material Breach and ldaho 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 ldaho Power Company and list ldaho Power Company as an Additional Insured Endorsement and Waiver of Subrogation Endorsement. 4- The Certificate of Insurance shall evidence the appropriate insurance coverage of Comprehensive General Liability Insurance for both bodily injury and property damage with limits equal to one million dollars ($1,000,000), each occurrenc€, combined single limit. The deductible for such insurance shall be consistent with cunent Insurance Industry Utility practices for similar property. 52