20210402Application.pdf

An IDACORP Company
DONOVANE.WALKER
Lead Counsel
[e-mail]
April 2,2021
VIA ELECTRONIC MAIL
Jan Noriyuki,Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd.,Building 8
Suite 201-A
Boise,Idaho 83714
Re:Case No.IPC-E-21-07
Reynolds Irrigation Hydro Project
Idaho Power Company's Application re the Energy Sales Agreement
Dear Ms.Noriyuki:
Attached for electronic filing is Idaho Power Company's Application in the above
entitled matter.If you have any questions about the attached documents,please do not
hesitate to contact me.
Very truly yours,
Donovan E.Walker
DEW:cid
Enclosures
DONOVAN E.WALKER (ISB No.5921)
Idaho Power Company
1221 West Idaho Street (83702)
P.O.Box 70
Boise,Idaho 83707
Telephone:[phone]
Facsimile:[phone]
[e-mail]
Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR )CASE NO.IPC-E-21-07
APPROVAL OR REJECTION OF AN )ENERGY SALES AGREEMENT WITH )APPLICATION
REYNOLDS IRRIGATION DISTRICT,FOR )THE SALE AND PURCHASE OF ELECTRIC )ENERGY FROM THE REYNOLDS )IRRIGATION HYDRO PROJECT.)
Idaho Power Company ("Idaho 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 Idaho Public Utilities Commission
("Commission")for an order accepting or rejecting the Energy Sales Agreement ("ESA"
or "Agreement")between Idaho Power and Reynolds Irrigation District,("Reynolds
Irrigation"or "Seller")under which Reynolds Irrigation would sell and Idaho Power would
purchase electric energy generated by the Reynolds Irrigation Hydro Project ("Facility")
located near the city of Melba,Idaho.
APPLICATION-1
In support of this Application,Idaho Power represents as follows:
I.INTRODUCTION
1.The Seller currently has a PURPA firm energy sales agreement with Idaho
Power for this Facility that was executed on April 1,1985.The expiration date of the 1985
energy sales agreement is April 30,2021.
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
pursuantto 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 sufficiencyperiod.See Order No.32697 at 21-22,
Order No.32737 at 5,and Order No.32871.Pursuant to the Commission's direction in
its Reconsideration Order No.32737,the rates were calculated by Commission Staff for
a QF in the "Non-Seasonal Hydro"category based on the surrogate avoided resource
("SAR")avoided cost methodology.
3.The ESA,dated March 31,2021,was executed in compliance with the
Commission's orders directing the implementationof PURPA for the state of Idaho and
contains avoided cost rates pursuant to the Commission's Order No.34683 dated May
29,2020.
APPLICATION-2
ll.BACKGROUND
4.Sections 201 and 210 of PURPA,and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"),require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
status.The rate a QF receives for the sale of its power is generally referred to as the
avoided cost rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which,but for the purchase from the QF,such utility would
generate itself or purchase from another source.The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC,18 C.F.R.
§292,to set avoided costs,to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs,and to implement FERC rules.
5.On December 18,2012,the Commission issued Order No.32697,which
established parameters for published and negotiated avoided cost rate calculations.The
Commission further established and defined numerous contract terms and conditions for
energy sales agreements entered into between regulated utilities and QFs.On January
2,2013,the Commission issued Errata to Order No.32697,which corrected published
avoided cost rates to include energy payments not discounted by transmission and line
loss.Then the Commission issued Reconsideration Order Nos.32737 and 32802 on
February 5,2013,and May 5,2013,respectively,which further clarified certain terms and
conditions of power purchase agreements.Most recently,in Order No.33898,the
Commission directed Idaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology.However,this ESA is a replacementcontract and its rates
APPLICATION-3
contain capacity paymentsfor the entire contract term.
III.THE ENERGY SALES AGREEMENT
6.On March 31,2021,Idaho Power and the Seller entered into an ESA
pursuantto the terms and conditions of the various Commission orders applicable to this
PURPA agreement for a "Non-Seasonal Hydro"project.A copy of the ESA is attached
to this Application as Attachment 1.Under the terms of this ESA,the Seller elected to
contract with Idaho Power for a 20-year term using the non-levelized,non-seasonal hydro
published avoided cost rates as currentlyestablished by the Commission in Order No.
34683 dated May 29,2020,for replacement contracts and for energy deliveries of less
than 10 aMW.
7.The nameplate capacity in the replacementESA submitted herewith is 350
kilowatts ("kW").This Facility has been delivering energy to ldaho Power in accordance
with an energy sales agreement dated April 1,1985,that expires on April 30,2021 ("1985
Agreement").When the 1985 Agreement was signed,it specified a single GE induction
generator with a nameplate rating of 270 kW.However,at the time of construction,a
generator with a 350 kW nameplate was installed.In February 2021,a representative of
Reynolds Irrigation District who has been with the district since before 1986,confirmed
that the generator at the project is the original 350 kW generator installed in 1986.The
generatorstep-up transformer is rated at 300 kW so the generator nameplate is reported
as 350 kW and the Maximum Capacity Amount is 300 kW because of the transformer
limitation.
Prior to the Effective Date of this ESA,this Facility has been delivering energy to
Idaho Power in accordance with the 1985 Agreement.The Seller plans to continue
APPLICATION-4
operating and maintaining a 350 kilowatt ("kW")(Nameplate Capacity Amount,paragraph
B-1,Appendix B)energy facility located near the city of Melba,Idaho.The Facility is a
QF under the applicable provisions of PURPA.The prices in the 1985 Agreement
included value for capacity.Because the project configuration in the replacement ESA is
the same configuration that has been operating under the 1985 Agreement,the
replacementESA contains paymentfor capacity during the full term,rather than not being
paid for capacity during Idaho Power's current capacity sufficiencyperiod.
8.The nameplate rating of this Facility is 350 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
Idaho Power will use to confirm that under normal and/or average conditions,the Facility
will not exceed 10 aMW on a monthlybasis.Furthermore,as described in paragraph 7.7
of the ESA,should the Facility exceed 10 aMW on a monthly basis,Idaho Power will
accept the energy (Inadvertent Energy)that does not exceed the Maximum Capacity
Amount,but will not purchase or pay for this Inadvertent Energy.
9.The Facility is already interconnected and selling energy to Idaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
this Facility of May 1,2021.See Appendix B.While Idaho Power has made several
attempts to the keep the ESA moving forward and provide the Commission with more
time for their review,ReynoldsIrrigation did not submit the Schedule 73 QualifyingFacility
Energy Sales Agreement Application ("Schedule 73")application to Idaho Power until
February 18,2021.On this same day,February 18,2021,Idaho Power replied back to
Reynolds Irrigation with indicative pricing,Reynolds Irrigation accepted the indicative
pricing and Idaho Power sent ReynoldsIrrigation a draft ESA for their review.After more
APPLICATION-5
than a month had passed,Reynolds Irrigation completed their review of the draft ESA
and signed the ESA on Sunday,March 28,2021.Idaho Power executed the ESA on
March 31,2021.Articles IV 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,Idaho Power shall review the previously provided information and will accept
the information as previously submitted,request updates to that information,and/or
require new information to satisfy compliance with the various requirements for the Seller
to be granted a First Energy Date and Operation Date for this replacement ESA.In
addition,Idaho Power will monitor the ongoing requirements throughthe full term of this
ESA.
10.The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller.A
Schedule 72 Generator Interconnection Agreement,or "GIA,"between the Seller and
Idaho Power is in process but not yet signed.PURPA QF generation must be designated
as a network resource ("DNR")to serve Idaho Power's retail load on its system.In order
for the Facility to maintain its DNR status,there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
Idaho Power's non-discriminatoryadministration of its Open Access Transmission Tariff
(OATT)and maintain compliance with FERC requirements.
11.The notification of Net Energy Amount monthly adjustmentsdescribed 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.If the 25th day of the month
falls on a weekend or holiday,then written notice must be received on the last business
APPLICATION-6
day prior to the 25th
12.Article XXI of the ESA provides that the ESA will not become effective until
the Commission has approved all of the ESA's terms and conditions and declared that all
payments Idaho 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,et seq.
If,however,the Commission determines that a technical hearing is required,the
Company stands ready to prepare and present its testimony in such hearing.
14.Because the existing contract will run its full term and expire on April 30,
2021,the parties request that the Commission set a procedural schedule that would result
in a final Commission determination prior to the expiration of the existing contract.
V.COMMUNICATIONS AND SERVICE OF PLEADINGS
15.Communications and service of pleadings,exhibits,orders,and other
documents relating to this proceeding should be sent to the following:
Donovan E.Walker Energy Contracts
Idaho Power Company Idaho Power Company
1221 West Idaho Street (83702)1221 West Idaho Street (83702)
P.O.Box 70 P.O.Box 70
Boise,Idaho 83707 Boise,Idaho 83707
[e-mail] [e-mail]
[e-mail]
VI.REQUEST FOR RELIEF
16.Idaho Power respectfullyrequests that the Commission issue an order:(1)
authorizing that this matter may be processed by Modified Procedure;(2)accepting or
APPLICATION-7
rejecting the ESA between Idaho Power and the Seller;and,if accepted,(3)declaring
that all paymentsfor purchases of energy under the ESA between Idaho Power and the
Seller be allowed as prudentlyincurred expenses for ratemaking purposes.
Respectfullysubmitted this 2nd day of April 2021.
DONOVAN E.WALKER
Attorneyfor Idaho Power Company
APPLICATION-8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 2nd day of April 2021,I served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below,and addressed to the following:
Jerry Hoagland Hand Delivered
Reynolds Irrigation District U.S.Mail
P.O.Box 12 Overnight Mail
Melba,ID 83641 FAX
X Email Jerry Hoagland,
shrihwhy(qmail.com
Christy Davenport,Legal Assistant
APPLICATION-9
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.IPC-E-21-07
IDAHO POWER COMPANY
ATTACHMENT 1
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWERCOMPANY
AND
REYNOLDS IRRIGATION DISTRICT
TABLE OF CONTENTS
ARTICLE TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and OperationDate
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 EnvironmentalAttributes
9 Facility and Interconnection
10 Metering,Metering Communicationsand SCADA Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability;Dedication
16 Several Obligations
17 Waiver
18 Choiceof Laws and Venue
19 Disputes and Default
20 GovernmentalAuthorization
21 CommissionOrder
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire AgreementSignatures
Appendix A -GenerationSchedulingand Reporting
Appendix B -Facility and Point of Delivery
Appendix C -Engineer's Certifications
Appendix D -Forms of Liquid Security
Appendix E -Non-SeasonalHydro Facility Energy Prices
Appendix F -Insurance Requirements
ENERGY SALES AGREEMENT
(Non-SeasonalHydro Facility 10 average MonthlyMW or Less)
Project Name:Reynolds Irrigation Hydro Project
Project Number:21415120
THIS ENERGY SALES AGREEMENT ("AGREEMENT"),entered into on this 31st day of
March 2021,between REYNOLDS IRRIGATION DISTRICT,(Seller),and IDAHO POWER
COMPANY,an Idaho corporation(Idaho Power),hereinaftersometimes referredto collectively as
"Parties"or individually as "Party."
WITNESSETH:
WHEREAS,Seller owns,maintains and operates a PURPA Qualifying Facility;and
WHEREAS,Seller wishes to sell,and IdahoPoweris requiredto purchase,electric generation
producedby a PURPA Qualifying Facility.
THEREFORE,In considerationof the mutual covenants and agreements hereinafterset forth,the
Parties agree as follows:
ARTICLE I:DEFINITIONS
As used in this Agreementand the appendices attached hereto,the following terms
shall havethe following meanings:
1.1 "Adjusted Estimated Net Energy Amount"-The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorized Agent"-A person or persons specifiedwithin paragraph 25.2 of this Agreementas
being authorized and empowered,for and on behalf of the Seller,to execute instruments,
agreements,certificates,and other documents (collectively "Documents")and to take actions on
behalf of the Seller,and that Idaho PowerCompanyand its directors,officers,employees,and
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agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorizedofficer of the Seller shall have deliveredto Idaho Power
Companya notice in writing stating that such person is and shall no longerbe an agent on behalf
of the Seller.Any Documents executed by such persons shall be deemed duly authorizedby the
Seller for all purposes.
1.3 "Commission"-The IdahoPublic Utilities Commission.
1.4 "ContractYear"-The period commencingeach calendar year on the same calendar date as the
OperationDate and endingthree hundredsixty-four (364)days thereafter.
1.5 "Delay Cure Period"-One hundredtwenty (120)days immediately following the Scheduled
OperationDate.
1.6 "Delay Damages"-Currentmonth's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the numberof days in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
1.7 "Delay Period"-All days past the Scheduled OperationDate until the Seller's Facility achieves
the OperationDate or the Agreementis terminatedby Idaho Power.
1.8 "Delay Price"-The current month's Mid-Columbia Market EnergyCost minus the current
month's All Hours Energy Price as specified in Appendix E-3 of this Agreement.If this
calculation results in a valueless than zero (0),the result of this calculation will be zero (0).
1.9 "DesignatedNetwork Resource (DNR)"-A resource that is designated for Idaho Powernetwork
load and does not include any resource,or any portion thereof,that is committed for sale to third
parties or otherwisecannot be called upon to meet Idaho Power's network load.
1.10 "DesignatedDispatch Facility"-Idaho Power's Load ServingOperations,or any subsequent
group designated by Idaho Power.
1.11 "Effective Date"-The date stated in the openingparagraph of this Energy Sales Agreement
representingthe date upon which this EnergySales Agreementwas fullyexecuted by both
Parties.
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1.12 "Environmental Attributes"-Any and all credits,benefits,emissions reductions,offsets,and
allowances,howsoeverentitled,attributableto the generation from the Facility,and its avoided
emission of pollutants.Environmental Attributes includebut are not limited to:(1)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 avoidedemissions of carbon dioxide (CO2),
methane (CH4),HiÍTOus oxide,hydrofluorocarbons,perfluorocarbons,sulfur hexafluorideand
othergreenhouse gases (GHGs)that have been determined by the United Nations
IntergovernmentalPanel on Climate Change,or otherwise by law,to contributeto the actual or
potentialthreat of altering the Earth's climate by trappingheat in the atmosphere;'(3)the
reporting rights to these avoidedemissions,such as REC ReportingRights.REC Reporting
Rights are the right of a REC purchaser to report the ownershipof accumulated RECs in
compliance with federal or state law,if applicable,and to a federal or state agency or any other
party at the REC purchaser'sdiscretion,and include without limitation those REC Reporting
Rights accruing under Section 1605(b)of The Energy Policy Act of 1992 and any present or
future federal,state,or local law,regulationor bill,and internationalor 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.EnvironmentalAttributes do not include (i)
any energy,capacity,reliabilityor other power attributes from the Facility,(ii)productiontax
credits or investmenttax credits associated with the construction or operationof the Facility and
other financial incentivesin the form of credits,reductions,or allowances associated with the
Facility that are applicableto a state or federalincome taxation obligation,(iii)the cash grant in
lieu of the investmenttax credit pursuant to Section 1603 of the American Recoveryand
ReinvestmentAct of 2009,or (iv)emission reductioncredits encumbered or used by the Facility
for compliance with local,state,or federaloperatingand/or air quality permits.
*Avoided emissions may or may not have any value for GHG compliance purposes.Although avoided
emissions are included in the list of Environmental Attributes,this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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1.13 "Estimated Net EnergyAmount"-The monthly Estimated Net Energy Amount (kWh)provided
by the Seller in accordance with paragraph6.2 and which may be adjusted periodically
throughoutthe Term of this Agreementin accordance with paragraph 6.2.
1.14 "Facility"-That electric generationfacility described in Appendix B of this Agreement
1.15 "Facility NameplateCapacity"-The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
1.16 "First Energy Date"-The day commencingat 00:01 hours,Mountain Time,following the day
that Seller has satisfied the requirementsof Article IV and after the Seller requested First Energy
Date.
1.17 "Forced Outage"-A partial or total reduction of a)the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery,or b)Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economicreasons,as a result of Idaho Poweror Facility:1)
equipmentfailure which was O the result of negligenceor lack of preventativemaintenance,or
2)respondingto a transmission provider curtailmentorder,or 3)unplannedpreventative
maintenance to repair equipmentthat left unrepaired,would result in failure of equipment prior
to the planned maintenance period,or 4)planned maintenance or construction of the Facility or
electrical lines requiredto serve this Facility,or 5)icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
1.18 "Fueled Rates"-Fueled Rates shall apply to Qualifying Facility projects fueled with fossil fuels
as described in Schedule 73,Rate Options.
1.19 "GeneratorInterconnectionAgreement(GIA)"-The interconnectionagreement that specifies
terms,conditions and requirementsof interconnectingto the Idaho Powerelectrical system,
which will includebut not be limited to all requirementsas specified by Schedule 72.
1.20 "GenerationUnit"-A complete electrical generationsystem within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other GenerationUnits
within the same Facility.
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1.21 "Heavy LoadHours (HL)"-The daily hours,applicableto energy deliveries,from hour ending
0700 -2200 Mountain Time,(16 hours)excluding all hours on all Sundays,New Year's Day,
Memorial Day,Independence Day,Labor Day,Thanksgiving and Christmas.
1.22 "Inadvertent Energy"-Electric energy Seller did not intend to generate.Inadvertentenergy is
described in paragraph 7.7 of this Agreement.
1.23 "InterconnectionFacilities"-All equipmentspecifiedin the GIA.
1.24 "Initial Capacity Determination"-The process by which IdahoPower confirms that under
normal or average design conditions the Facility will generate at no more than ten (10)average
megawatts (MW)per month.
1.25 "Light Load Hours (LL)"-The daily hours from hour ending 2300 -0600 Mountain Time (8
hours),plus all other hours on all Sundays,New Year's Day,Memorial Day,Independence Day,
Labor Day,Thanksgiving and Christmas.
1.26 "Losses"-The loss of electrical energy expressed in kilowatt hours (kWh)occurring as a result
of the transformationand 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.
1.27 "Market Energy Reference Price"-Eighty-five percent (85%)of the Mid-Columbia Market
Energy Cost.
1.28 "Material Breach"-A Default (paragraph 19.2.1)subject to paragraph 19.2.2.
1.29 "Maximum Capacity Amount"-The maximum capacity (MW)of the Facility will be as
specifiedin Appendix B of this Agreement.
1.30 "Mid-Columbia Market Energy Cost"-Eighty-two and four tenths percent (82.4%)of the
monthly arithmetic average of each day's Intercontinental Exchange ("ICE")daily firm
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices.Each day's index prices will
reflect the relativeproportionsof peak hours and off peak hours in the month as follows:
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The Mid-Columbia Market Energy Cost actual calculation being:
n
.824 *(1 {(ICE Mid-C Peak Avgx *HL hours for day)+
X=1
(ICE Mid-C Off-PeakAvgx *LL hours for day)}/(n*24))
where n =numberof days in the month
If the ICE Mid-C Index prices are not reported for a particularday or days,prices derivedfrom the
respective averages of HL and LL prices for the immediatelypreceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall thereforebe
multiplied by the appropriate respective numbers of HL and LL Hours for such particularday 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 immediatelypreceding and following
reportingperiods or days.If the day for which prices are not reportedis 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)reportingperiods 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 commonlyused index
by the electrical industry.
1.31 "MonthlyNameplateEnergy"-Facility NameplateCapacity(kW)multiplied by the hours in the
applicablemonth.
1.32 "Nameplate Capacity"-The full-load electrical quantities assigned by the designer to a
GenerationUnit and its prime mover or other piece of electrical equipment,expressed in kilovolt-
amperes,kilowatts,horsepoweror other appropriateunits.The nameplate is usually attached to
the individual machine or device.This value is established for the term of this Agreementin
Appendix B,item B-1 of this Agreementand validated in paragraph4.1.4 of this Agreement.
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1.33 "Net Energy"-All of the electric energy producedby the Facility,less Station Use and Losses,
expressed in kilowatt hours (kWh)deliveredby the Facility to Idaho Power at the Point of
Delivery.Subject to the terms of this Agreement,Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement.Net Energy does not
include InadvertentEnergy.
1.34 "Non-Fueled Rates"-Non-FueledRates shall apply to Qualifying Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73,Rate Options.
1.35 "Operation Date"-The day commencing at 00:01 hours,Mountain Time,following the day that
all requirementsof paragraph 5.2 havebeen completed and after the Seller requested Operation
Date.
1.36 "Point of Delivery"-The location specifiedin the GIA and referencedin Appendix B,where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is deliveredto the Idaho Power electrical system.
1.37 "Prudent Electrical Practices"-Those practices,methods and equipmentthat are commonlyand
ordinarily used in electrical engineeringand operations to operate electric equipment lawfully,
safely,dependably,efficiently and economically.
1.38 "RenewableEnergy Certificate"or "REC"-A certificate,credit,allowance,green tag,or other
transferableindicia,howsoeverentitled,indicating generationof renewableenergy by the
Facility,and includes all EnvironmentalAttributes arising as a result of the generation of
electricity associated with the REC.One REC represents the EnvironmentalAttributes associated
with the generationof one thousand (1,000)kWh of Net Energy.
1.39 "ScheduledOperationDate"-The date specifiedin Appendix B when Seller anticipates
achievingthe OperationDate.The Scheduled OperationDate provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve
the OperationDate and complete Article V compliance items.
1.40 "Schedule 72"-Idaho Power'sTariff No.101,Schedule 72 or its successor schedules as
approvedby the Commission.
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1.41 "Schedule 73"-Idaho Power's Tariff No.101,Schedule 73 or its successor schedules as
approvedby the Commission.
1.42 "Security Deposit"-$45 per kW NameplateCapacity of the entire Facility.
1.43 "Season"-The three periods identified in paragraph6.2.1 of this Agreement.
1.44 "Station Use"-Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.45 "Termination Damages"-Financial damages the non-defaultingparty has incurredas a result of
termination of this Agreement.
ARTICLE II:NO RELIANCE ON IDAHO POWER
2.1 Seller IndependentInvestigation-Seller warrants and represents to Idaho Powerthat in entering
into this Agreementand the undertaking by Seller of the obligationsset forth herein,Seller has
investigatedand determinedthat it is capable of performing hereunderand has not relied upon
the advice,experience or expertise of Idaho Powerin connection with the transactions
contemplated by this Agreement.
2.2 Seller IndependentExperts -All professionals or experts including,but not limited to,engineers,
attorneys or accountants,that Seller may have consulted or relied on in undertakingthe
transactions contemplated by this Agreementhave been solely those of Seller.
ARTICLE III:WARRANTIES
3.1 No Warranty by Idaho Power-Any review or acceptance Seller's design,specifications,
equipmentor facilities shall not be an endorsement or a confirmation by IdahoPowerand Idaho
Powermakes no warranties,expressed or implied,regarding any aspect of Seller's design,
specifications,equipment or facilities,including,but not limited to,safety,durability,reliability,
strength,capacity,adequacy or economic feasibility.
3.2 Qualifying Facility Status -Seller warrants that the Facility is a "Qualifying Facility,"as that term
is used and definedin 18 C.F.R.§292.201 et seq.and Seller will take such steps as may be
8
requiredto maintainthe Facility's Qualifying Facility status during the term of this Agreement
and Seller's failure to maintainQualifying Facility status will be a Material Breach of this
Agreement.Idaho Powerreserves the right to review the Facility's Qualifying Facility status and
associated support and compliance documents at any time during the term of this Agreement.
3.3 FERC License /Exemption/Determination-Seller warrants that Seller possesses a valid license,
exemptionfrom licensing,or a determinationof a qualifying conduit hydropowerfacility
(pursuant to section 30 of the Federal PowerAct)from the Federal Energy Regulatory
Commission ("FERC")for the Facility.Seller recognizes that Seller's possession and retentionof
a valid FERC license,exemption,or a determinationof a qualifying conduit hydropowerfacility
is a material part of the considerationfor IdahoPower's execution of this Agreement.If
applicable,Seller will take such steps as may be requiredto maintain a valid FERC license,
exemption,or a determinationof a qualifying conduit hydropower facility for the Facility during
the term of this Agreement,and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
ARTICLE IV:CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 First Energy Date -Prior to the Effective Date of this Agreement,this Facility has been delivering
energy to IdahoPowerin accordance with a Firm Energy Sales Agreementdated April 1,1985,
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 Idaho Power'sacceptance of
deliveriesof energy from the Seller under this Agreement,Idaho Power shall review the
previously provided information and at Idaho Power's sole discretionmay 1)accept the
previously provided information as meeting the requirements of this Article or,2)requireupdates
to the previously provided information or 3)requirethe Seller to provide new information to
complete the following requirements.
4.1.1 Licenses,Leases,Permits,Determinations,Approvals -Submit proof to IdahoPower that
all licenses,leases,permits,determinationsand approvalsnecessary for Seller's
9
operations havebeen obtained from applicablefederal,state or local authorities,
including,but not limited to,evidenceof compliancewith Subpart B,18 C.F.R.§292.201
et seq.as a certified Qualifying Facility.
4.1.2 Opinion of Counsel -Submit to Idaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses,permits,determinations and approvalsas set forth in paragraph 4.1.1
aboveare legally and validlyissued,are held in the name of the Seller and,based on a
reasonable independentreview,counsel is of the opinion that Seller is in substantial
compliancewith said permits as of the date of the opinion letter.The opinion letter will
be in a form acceptable to Idaho Powerand will acknowledgethat the attorney rendering
the opinion understands that Idaho Power is relying on said opinion.IdahoPower's
acceptance of the form will not be unreasonablywithheld.The opinion letter will be
governedby and shall be interpretedin accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 CommissionApproval -Confirm with IdahoPowerthat Commission approvalof this
Agreementin a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination-Submit to IdahoPowersuch data as Idaho Power may
reasonably requireto perform the Initial Capacity Determination.Such data will include
but not be limited to,GenerationUnit NameplateCapacity,equipment specifications,
prime mover data,resource characteristics,normal and/oraverage operatingdesign
conditions and Station Use data.Upon receipt of this information,IdahoPower will
review the provided data and if necessary,request additional data to complete the Initial
Capacity Determinationwithin a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulativemanufacturer'sNameplateCapacity rating of the individual
GenerationUnits at this Facility does not exceed ten (10)MW,the Seller shall
submit detailed,manufacturer,verifiable data of the Nameplate Capacity ratings
10
of the individual GenerationUnits to be installed at this Facility.Idaho Power
will verify that the data provided establishes the combined NameplateCapacity
rating of the GenerationUnits 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'sNameplateCapacity
Rating of the individual GenerationUnits at this Facility exceeds ten (10)MW,
Idaho Powerwill 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.
4.1.5 Nameplate Capacity -Submit to Idaho Power manufacturer's and engineering
documentationthat establishes the NameplateCapacity of each individual Generation Unit
that is included within this entire Facility.The sum of the individual GenerationUnit
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'sspecified generationratings for the
specific GenerationUnits.
4.1.6 Completion Certificate -Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated GenerationUnit
has been completed to enable the GenerationUnit to begin testing and deliver Test Energy
in a safe manner.
4.1.7 Insurance -Submit written proof to IdahoPowerof all insurance requiredin Article XIII.
4.1.8 Interconnection-Provide written confirmation from Idaho Power'sbusiness unit that
administers the GIA that Seller has satisfied all interconnection,hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
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4.1.9 Designated Network Resource (DNR)-Confirm that the Seller's Facility has completed
all of the requirementsto be an IdahoPower DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement,the Seller's Facility must
achieveDNR status prior to Idaho Poweraccepting any energy from this Facility.
Appendix B item 7 provides information on the initial applicationprocess
required to enable Idaho Powerto determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if Idaho Power
transmission network upgrades will be required.The results of this study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 At least thirty (30)days prior to the Scheduled First Energy Date and afterthe
Facility has completed all requirements of the GIA that enable the Facility to
come online,IdahoPowerwill complete the process for gettingthe Seller's
Facility approvedas an Idaho PowerDNR.If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specifiedin Appendix B of this Agreement,the Seller must notify Idaho Power
of this reviseddate no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Poweruntil it is approvedas a
DNR and after completingall the requirements of the GIA and complying with
the requirementsof this Agreement.
4.1.10 Written Acceptance -Request and obtain written confirmation from IdahoPowerthat all
conditionsto acceptance of energy havebeen fulfilled.Such written confirmation shall be
providedwithin a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by IdahoPower.
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ARTICLE V:TERM AND OPERATION DATE
5.1 Term -Subject to the provisions of paragraph 5.2 below,this Agreementshall become effectiveon
the Effective Date and shall continue in full force and effect for a period of twenty (20)Contract
Years from the OperationDate,except that if the OperationDate is granted for a date that is after
the Scheduled OperationDate identified in Appendix B,in which case the Term shall start on the
Scheduled OperationDate.
5.2 OperationDate -Prior to the Effective Date of this Agreement,this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreementdated April 1,1985,
and some of the requirements of this Article are similar to the requirements of the 1985 agreement.
Prior to the OperationDate and as a condition of IdahoPower'sacceptance of deliveriesof energy
from the Seller under this Agreement,Idaho Power shall review the previously provided
information and at IdahoPower'ssole discretion may 1)accept the previouslyprovidedinformation
as meeting the requirements of this Article or,2)require updates to the previously provided
information or 3)require the Seller to provide new information to complete the following
requirements.A single OperationDate will be granted for the entire Facility and may occur only
after the Facility has achievedall of the following:
a)The Facility is online and delivering electricity to IdahoPowerat 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 provideenergy in a
consistent,reliable and safe manner.
c)Engineer's Certifications -Submit an executed Engineer's Certification of Design &
ConstructionAdequacy and an Engineer's Certification of Operations and Maintenance
(O&M)Policy as described in CommissionOrderNo.21690.These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineeringdisciplinesproviding the certificates.
d)Seller has requested an OperationDate from Idaho Powerin a written format.
e)Seller has receivedwritten confirmation from Idaho Powerof the OperationDate.
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5.3 OperationDate Delay -Seller shall cause the Facility to achievethe OperationDate on or before
the Scheduled Operation Date.Delays in the interconnectionand transmission network upgrade
study,design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA)that are not caused by Idaho Power or Force Majeure
events accepted by both Parties,shall not preventDelay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
5.4 Termination -If Seller fails to achievethe Operation Date prior to the Scheduled OperationDate,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period.If Seller fails to achievean OperationDate during the Delay Cure Period,Idaho
Power may immediately terminate this Agreementwith no further notice required.
5.5 Delav Damages Billing and Payment -Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Powerwithin fifteen (15)days after the end of each month or within 30
days of the date this Agreementis terminatedby Idaho Power.
5.6 Termination Damages Billing and Payment -Idaho Powershall calculate and submit to the Seller
any Termination Damages due Idaho Power within thirty (30)days after this Agreement has been
terminated.Seller shall respond within 15 days.In the event of a dispute regardingthe calculation
of TerminationDamages,eitherparty may resort to a court of competent jurisdiction.
5.7 Seller Payment -Seller shall pay Idaho Power any calculated Delayor TerminationDamages within
15 days from when IdahoPowerpresents these final adjusted billings to the Seller.Final adjusted
billingbeingthe original billing adjusted to reflect any mutually agreed to changes from the original
billing.Seller's failure to pay these damages within the specified time will be a Material Breach
of this Agreementand Idaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
5.8 Security Deposit -Within thirty (30)days of the date of a final non-appealableCommission Order
approving this Agreementas 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 Agreementas the Security Deposituntil such time as the Security Deposit is released by Idaho
14
Power as specified in paragraph5.8.1.Failure to post this Security Deposit in the time specified
abovewill be a Material Breach of this Agreementand Idaho Powermay terminate this Agreement.
In accordance with Commission OrderNo.32697 E(l)(8),this Article 5.8 shall not be requiredin
situations where the parties are entering into a new Energy Sales Agreement ("ESA")for an
existing Qualifying Facility ("QF")project already in commercial operation so long as the new
ESA is between the same parties and there are no materialmodifications to the existing QF project.
5.8.1 Security Deposit Release -Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreementhas been terminated and only after all final adjusted Delay and TerminationDamages
havebeen paid in full to Idaho Power.
ARTICLE VI:PURCHASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery -Except when eitherParty's performanceis excused as provided
herein,Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the
Point of Delivery.All InadvertentEnergy producedby the Facility will also be deliveredby the
Seller to IdahoPowerat the Point of Delivery.
6.2 Estimated Net Energy Amounts -Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreementnor 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
applicablemonth.Seller agrees to provide initial and revisedEstimated Net EnergyAmounts using
an automated electronic input portal provided by Idaho Power.If the electronic portal is not
available,Seller will provide Estimated Net EnergyAmounts to IdahoPower via email or alternate
methods as specified by IdahoPower.
15
6.2.1 Monthly Estimated Net Energy Amounts provided as of the Effective Date of this
Agreement:
Month g
March l 16,000
Season 1 April 41,000
May 45,000
July 100,000
August 106,000
Season 2 November 117,000
December 127,000
June 72,000
September 105,000
Season 3 October 117,000
January 125,000
February 105,000
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts -Prior to the OperationDate,the Seller
may reviseall of the previouslyprovidedmonthly Estimated Net Energy Amounts.This revision
must be submitted using the electronic portal provided by Idaho Power if available.If portal is
not available,then written notice must be provided to Idaho Powerby electronic notice (electronic
mail)as agreed to by both parties.
6.2.3 Seller's Adjustment of Estimated Net Energy Amounts After the OperationDate -After
the Operation Date,the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25*day of the month that is prior to the month to be revised.If the 25*day of the month
falls on a weekend or holiday,then Idaho Power must receivethe revision no later than the
last business day prior to the 25*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
revisedschedule no later than September 25th or the last business day prior to September
25th
a.)This revision must be submitted using the electronic portal provided by Idaho
Power if available.If portal is not available,then written notice must be provided
to IdahoPowerby electronicnotice (electronicmail)as agreed to by both parties.
b.)If the Seller does not update the electronic portal or provide written notice of
changes to the Estimated Net Energy Amounts,then it will be deemed to be an
election of no change from the most recently provided monthly Estimated Net
Energy Amounts.Idaho Poweris unable to accept any requested changes to the
Estimated Net EnergyAmounts if the date and time that Idaho Powerreceives the
requested change is afterthe deadline.
6.2.4 Idaho PowerAdjustment of MonthlyEstimated Net EnergyAmounts -If Idaho Power is excused
from accepting the Seller'sNet Energy as specifiedin paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power,the monthly estimated Net Energy
amount as specified in paragraph6.2 for the specific month in which the reduction or suspension
under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred:
NEA =Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU =a.)If IdahoPower is excused from accepting the Seller'sNet
Energy as specifiedin paragraph12.2.1 this valuewill be
equal to the percentage of curtailmentas specified by IdahO
Powermultiplied by the TGU as definedbelow.
b.)If the Seller declares a Suspension of Energy Deliveries as
specifiedin paragraph12.3.1 this valuewill be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
17
TGU =Sum of all of the individual generatorratings of the Generation
Units at this Facility as specifiedin Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
RSH =reduced or suspended underparagraph 12.2.1 or 12.3.1
TH =Actual total hours in the current month
Resulting formula being:
Adjusted
Estimated =NEA -
SU X NEA X RSH 'Net Energy TGU TH f
Amount
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller's Net Energy or the Seller declared a Suspension of Energy Deliveries.
6.3 Failure to Deliver Minimum Amounts of Net Energy -Unless excused by an event of Force
Majeure or Idaho Power's inabilityto accept Net Energy,Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%)of the sum of the monthly
estimated Net Energy amounts in effect as of the OperationDate shall constitute an event of
default.
ARTICLE VII:PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Surplus Energy -(1)Net Energy produced by the Seller's Facility and deliveredto the Idaho
Powerelectrical system during the monthwhich exceeds one hundredten percent (110%)of the
monthly Adjusted Estimated Net Energy Amount for the correspondingmonth specified in
paragraph 6.2,or (2)if the Net Energy produced by the Seller's Facility and deliveredto the
Idaho Powerelectrical system during the month is less than ninety percent (90%)of the monthly
Adjusted Estimated Net Energy Amount for the correspondingmonth specifiedin paragraph 6.2,
18
then all Net Energy deliveredby the Facility to the Idaho Powerelectrical system for that given
month,or (3)all Net Energy produced by the Seller's Facility and deliveredby the Facility to the
Idaho Powerelectrical system prior to the OperationDate,or (4)all monthly Net Energy that
exceeds the MonthlyNameplate Energy.
7.2 Surplus Energy Price -For all Surplus Energy,Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price,whicheveris
lower.
7.3 Base Energy-The Net Energy produced by the Seller'sFacility and deliveredto the Idaho
Powerelectrical system afterthe Facility has achievedan OperationDate which is greater than
or equal to ninety percent (90%)and less than or equal to one hundredten percent (110%)of the
monthly Adjusted Estimated Net Energy Amount for the correspondingmonth specified in
paragraph6.2.
7.4 Base EnergyHeavyLoadPurchase Price -Forall Base Energyreceivedduring HeavyLoad Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specifiedin Appendix E.
7.5 Base Energy Light Load Purchase Price -For all Base Energy receivedduring Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specifiedin Appendix E.
7.6 All Hours Energy Price -The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelizedAll Hours Energy in Appendix E.
7.7 InadvertentEnergy-
7.7.1 InadvertentEnergy is electric energy producedby the Facility,expressed in kWh,
which the Seller deliversto Idaho Powerat 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 deliveredin January in excess of 7,440,000
kWh in this example would be InadvertentEnergy.)
19
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten (10)average MW monthly and thereforedoes not intend to generate and deliver
InadvertentEnergy,Idaho Powerwill accept InadvertentEnergy that does not exceed
the Maximum Capacity Amount but will not purchase or pay for InadvertentEnergy.
7.7.3 Delivering InadvertentEnergy to Idaho Power for two (2)consecutive months and/or
in any three (3)months during a Contract Year will be a Material Breach of this
Agreementand IdahoPowermay terminate this Agreementwithin sixty (60)days
after the Material Breach has occurred.
7.8 Payments -Undisputed Base Energyand Surplus Energy payments,less any payments due to Idaho
Powerwill be disbursed to the Seller within thirty (30)days of the date which Idaho Power receives
and accepts the documentationof the monthly Base Energy and Surplus Energy actually delivered
to Idaho Poweras specified in Appendix A.Seller agrees to use payment method as specifiedby
Idaho Powerwhich could be ACH (AutomatedClearingHouse),electronic,wire,paper checks or
any other methodfor making payments to Seller.
7.9 Continuing Jurisdiction of the Commission -This Agreementis a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
PowerCompanyv.IdahoPublic Utilities Commission and Afton Energy,Inc.,107 Idaho 78 1,693
P.2d 427 (1984),Idaho Power Company v.Idaho Public Utilities Commission,107 Idaho 1122,
695 P.2d 1 261 (1985),Afton Energy,Inc,v.Idaho Power Company,111 Idaho 925,729 P.2d 400
(1986),Section 210 of the Public UtilityRegulatoryPolicies Act of 1978 and 18 C.F.R.§292.303-
308
ARTICLE VIII:ENVIRONMENTAL ATTRIBUTES
8.1 Pursuant to Commission OrderNo.32697 and OrderNo.32802 the EnvironmentalAttributes and
Renewable Energy Certificatesas defined within this Agreementand directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
20
ARTICLE IX:FACILITY AND INTERCONNECTION
9.1 Design of Facility -Seller will design,construct,install,own,operate and maintainthe Facility and
any Seller-ownedInterconnectionFacilities so as to allow safe and reliable generationand delivery
of Net Energy and InadvertentEnergy to the Idaho Power Point of Delivery for the full term of the
Agreementin accordance with the GIA.
ARTICLE X:
METERING,METERING COMMUNICATIONS AND SCADA TELEMETRY
10.1 Metering -Idaho Power shall,provide,install,and maintain metering equipment needed for
metering the electrical energy production from the Facility.The metering equipment will be
capable of measuring,recording,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 Idaho Power needs to administer this Agreementand
integrate this Facility's electricity delivered to the Idaho Power electrical system.Specific
equipment,installation details and requirements for this meteringequipmentwill be established in
the GIA process and documented in the GIA.Seller shall be responsible for all initial and ongoing
costs of this equipmentas specified in Schedule 72 and the GIA.
10.2 Meterine Communications-Seller shall,at the Seller's sole initial and ongoing expense,arrange
for,provide,install,and maintain dedicated metering communications equipment capable of
transmittingthe metering data specifiedin paragraph 10.1 to Idaho Power in a frequency,manner
and form acceptable to Idaho Power.Seller shall grant Idaho Power sole control and use of this
dedicated meteringcommunicationsequipment.Specific details and requirements for this metering
communications equipmentwill be established in the GIA process and documented in the GIA.
10.3 SupervisoryControl and Data Acquisition (SCADA)Telemetry -In additionto the requirements
of paragraph 10.1 and 10.2,Idaho Powermay requiretelemetry equipmentand
telecommunications which will be capable of providing Idaho Powerwith continuous
instantaneous SCADA telemetry of the Seller's Net Energyand InadvertentEnergyproduction in
21
a form acceptable to IdahoPower.Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunicationsequipment.Specific details and requirements for this
SCADA Telemetry and telecommunicationsequipmentwill be established in the GIA process
and documented in the GIA.Seller shall be responsible for all initial and ongoingcosts of this
equipmentas specified in Schedule 72 and the GIA.
ARTICLE XI -RECORDS
11.1 Maintenanceof Records -Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties.These records shall include total generation,Net
Energy,Station Use,Surplus Energy,InadvertentEnergy and maximum hourly generation (kW)
and be recordedin a form and content acceptable to Idaho Power.Monthly records shall be retained
for a period of not less than five (5)years.
11.2 Inspection -Either Party,after reasonable notice to the other Party,shall have the right,during
normal business hours,to inspect and audit any or all records pertaining to the Seller's Facility
generation,Net Energy,Station Use,Surplus Energy,InadvertentEnergy and maximum generation
(kW)records pertainingto the Seller's Facility.
ARTICLE XII:OPERATIONS
12 .1 Communications -Idaho Power and the Seller shall maintain appropriate operating
communicationsthroughIdaho Power's Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energy -
12.2.1 Idaho 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
deliveredby the Seller to the Point of Delivery:
a.)If generationdeliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.)If interruption of generationdeliveries is allowed by Section 210 of the
22
Public Utility RegulatoryPolicies Act of 1978 and 18 C.F.R.§292.304
c.)If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.)If Idaho Power determines that curtailment,interruption or reduction of
Net Energyor InadvertentEnergydeliveriesis necessary because of line
construction,electrical system maintenance requirements,emergencies,
electrical system operating conditions,electrical system reliability
emergencies on its system,or as otherwiserequiredby Prudent Electrical
Practices.
12.2.2 If,in the reasonable opinion of Idaho Power,Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment,personnel or service to its customers,Idaho Powermay temporarily disconnect
the Facility from Idaho Power's transmission/distributionsystem as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Underno circumstances will the Seller deliver generationfrom the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time.Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Poweris 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.
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12.3 Seller DeclaredSuspension of Energy Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage,and the Seller initiates a Declared
Suspension of EnergyDeliveries,Seller shall,after giving notice as providedin paragraph
12.3.2 below,temporarily reduce deliveriesof Net Energy (kW)to IdahoPower from the
Facility to not exceed the reduced energy deliveries (kW)stated by the Seller in the initial
declaration for a period of not less than forty-eight (48)hours ("Declared Suspension of
Energy Deliveries").The Seller'sDeclared Suspension of Energy Deliverieswill 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 Energy Amount will be adjusted as specified in paragraph
6.2.3.
12.3.2 If the Seller desires to initiate a DeclaredSuspension of Energy Deliveries as provided in
paragraph 12.3.1,the Seller will notify 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 afterthe telephone contact,provide Idaho Powera written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries,a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW)of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours).Idaho Power will review the documentation
provided by the Seller to determineIdaho Power's acceptance of the described Forced
Outage as qualifying for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1.IdahoPower's acceptance of the Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentationprovided by the Seller that the
24
Forced Outage is not due to an event of Force Majeureor by neglect,disrepair or lack of
adequate preventativemaintenance of the Seller'sFacility.
12.4 Scheduled Maintenance -On or before January 3161 of each calendar year,Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximatelythe same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years,until such time as the Seller
notifies Idaho Powerof a change to this schedule.TheParties determinationas to the acceptability
of the Seller'stimetable for scheduled maintenance will take into consideration Prudent Electrical
Practices,IdahoPowersystem requirements and the Seller's preferredschedule.NeitherParty shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information -Upon receiving a written request from the Seller,Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment -Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnectionor curtailing deliveries from the Seller's Facility.Seller
understands that in the case of emergency circumstances,real time operations of the electrical
system,and/orunplannedevents,IdahoPowermay not be able to provide notice to the Seller prior
to interruption,curtailment,or reductionof electrical energy deliveriesto Idaho Power.
ARTICLE XIII:INDEMNIFICATION AND INSURANCE
13.1 Indemnification -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 indemnifying Party's,(a)construction,ownership,operation or
maintenance of,or by failure of,any of such Party's works or facilities used in connection with this
25
Agreement,or (b)negligent or intentional acts,errors or omissions.The indemnifying Party shall,
on the other Party's request,defend any suit asserting a claim coveredby this indemnity.The
indemnifying Party shall pay all documented costs,including reasonable attorney fees that may be
incurredby the other Party in enforcingthis indemnity.
13.2 Insurance -During the term of this Agreement,Seller shall secure and continuouslycarry insurance
as specified in Appendix F.
ARTICLE XIV:FORCE MAJEURE
14.1 Force Majeure-As used in this Agreement,"Force Majeure"or "an event of Force Majeure"means
any cause beyond the control of the Seller or of Idaho Power which,despite the exercise of due
diligence,such Party is unable to preventor overcome.Force Majeureincludes,but is not limited
to,acts of God,fire,flood,storms,wars,hostilities,civil strife,strikes and otherlabor disturbances,
earthquakes,fires,lightning,epidemics,sabotage,or changes in law or regulation occurring after
the effective date,which,by the exercise of reasonable foresightsuch party could not reasonably
havebeen expected to avoid and by the exercise of due diligence,it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure.If either Party is rendered wholly or in part unable to perform its obligations underthis
Agreementbecause of an event of Force Majeure,both Parties shall be excused from whatever
performanceis affectedby the event of Force Majeure,providedthat:
(1)The non-performing Party shall,as soon as is reasonably possible after the
occurrence of the Force Majeure,give the other Party written notice describingthe
particularsof the occurrence.
(2)The suspension of performance shall be of no greater scope and of no longer
duration than is requiredby the event of Force Majeure.
(3)No obligations of either Party which arose before the occurrence of the Force
Majeureevent and which could and should have been fullyperformedbefore such
occurrence shall be excused as a result of such occurrence.
26
ARTICLE XV:LIABILITY;DEDICATION
15.1 Limitation of Liability -Nothing in this Agreementshall be construed to create any duty to,any
standard of care with referenceto,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 authorizedby this Agreement.
15.2 Dedication-No undertakingby one Party to the otherunderany provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereofto the Party or the
public or affect the status of IdahoPoweras an independentpublic utility corporationor Seller as
an independent individual or entity.
ARTICLE XVI:SEVERAL OBLIGATIONS
16.1 Several Obligations-Except wherespecifically stated in this Agreementto be otherwise,the
duties,obligations and liabilities of the Parties are intended to be several and not joint or
collective.Nothing contained in this Agreementshall ever be construed to create an association,
trust,partnershipor joint venture or impose a trust or partnershipduty,obligation or liability on
or with regard to eitherParty.Each Party shall be individuallyand severallyliable for its own
obligations underthis Agreement.
ARTICLE XVII:WAIVER
17.1 Waiver -Any waiver at any time by eitherParty of its rights with respect to a default under this
Agreementor with respect to any other matters arising in connection with this Agreementshall
not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII:CHOICE OF LAWS AND VENUE
18.1 State of IdahoLaws -This Agreementshall be construed and interpretedin accordance with the
laws of the State of Idaho without referenceto its choice of law provisions.
18.2 Venue -For any litigation arising out of or related to this Agreementwill lie in the District Court
of the FourthJudicial District of Idahoin and for the County of Ada.
27
ARTICLE XIX:DISPUTES AND DEFAULT
19.1 Disputes -All disputes related to or arisingunder this Agreement,including,but not limited to,the
interpretationof the terms and conditions of this Agreement,will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults -If either Party fails to perform any of the terms or conditions of this
Agreement(an "eventof default"),the non-defaultingParty shall cause notice in writing
to be given to the defaulting Party,specifying the manner in which such default
occurred.If the defaultingParty shall fail to cure such defaultwithin the sixty (60)days
after service of such notice,or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60)day period and then fails to diligently pursue such cure,then the
non-defaultingParty may,at its option,terminatethis Agreementand/orpursue its legal
or equitable remedies.
19.2.2 Material Breaches -The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreementas Material Breaches.Material Breaches must be
cured as expeditiously as possible following occurrence of the breach.IdahoPowercan
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 OperationDate Requirements -Prior to the Operation Date and thereafterfor the full term of this
Agreement,Seller will provide IdahoPowerwith the following:
19.3.1 Insurance -Evidenceof compliance with the provisionsof 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 Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C.The certification will be from a
28
Registered Professional Engineer licensed in the State of Idaho.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 requiredcertificate;and
19.3.3 Licenses /Leases /Permits /Determinations-During the full term of this Agreement,
Seller shall maintain compliance with all leases,permits,licenses and determinations
described in paragraph 4.1.1 of this Agreement.In addition,Seller will supply Idaho
Powerwith copies of any new or additionalpermits,licenses or determinations.At least
every fifth Contract Year,Seller will update the documentation described in Paragraph
4.1.1.If at any time Seller fails to maintaincompliance with the leases,permits,licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph,such failure will be an event of default and may _only be
cured by Seller submitting to Idaho Powerevidenceof compliance from the permitting
agency.
ARTICLE XX:GOVERNMENTAL AUTHORIZATION
20.1 This Agreementis subject to the jurisdiction of those governmentalagencies having control over
eitherParty of this Agreement.
ARTICLE XXI:COMMISSION ORDER
21.1 CommissionOrder -Idaho Powershall file this Agreementfor its acceptance or rejection by the
Commission.This Agreementshall only become finally effective upon the Commission'sapproval
of all terms and provisionshereofwithout change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
ARTICLE XXII:SUCCESSORS AND ASSIGNS
22.1 This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto.Neither this Agreementnor any rights or obligationsof either Party
29
hereundermay be assigned,in whole or in part,by operationof law or otherwise,without the prior
written consent of both Parties,which consent shall not be unreasonablywithheld.Any party with
which IdahoPowermay consolidate,merge,conveyor transfersubstantially all ofits electric utility
assets,shall automatically,without further act,and without need of consent or approval by the
Seller,succeed to all of IdahoPower'srights,obligationsand interests under this Agreement.Any
purported assignment in derogationof the foregoing shall be void.This article shall not preventa
financing entity with recorded or secured rights from exercising all rights and remedies available
to it underlaw or contract.Idaho Power shall have the right to be notified by the financing entity
that it is exercisingsuch rights or remedies.
ARTICLE XXIII:MODIFICATION
23.1 No modification to this Agreementshall be valid unless it is in writing and signed by both Parties
and subsequently approvedby the Commission.
ARTICLE XXIV:TAXES
24.1 Each Party shall pay before delinquencyall taxes and othergovernmentalcharges which,if failed
to be paid when due,could result in a lien upon the Facility or the InterconnectionFacilities.
ARTICLE XXV:NOTICES AND AUTHORIZED AGENTS
25.1 Notices -All written notices under this Agreementshall be directed as follows and shall be
considered deliveredwhen faxed,e-mailed and confirmed with deposit in the U.S.Mail,first-
class,postage prepaid,as follows:
To Seller:
Original document to:
Brad Huff,JerryHoagland
Reynolds Irrigation District
P.O.Box 12
Melba,ID 83641
208-495-2950,208-318-8308
Brad Huff,bhuff2 speedyquick.net
Jerry Hoagland,[e-mail]
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To IdahoPower:
Original document to:
Vice President,PowerSupply
Idaho PowerCompany
PO Box 70
Boise,Idaho 83707
[e-mail]
Copy of document to:
Cogenerationand Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
[e-mail]
Either Party may change the contact person and/oraddress information listed above,by providing
written notice from an authorizedperson representingthe Party.
25.2 Authorized Agent(s)
Name Title
Jerry Hoagland Chairman
Brad Huff Secretary/Treasurer
The Seller may modify the Authorized Agents by requesting and completing an Authorized
Agent form providedby IdahoPower.This document will include the requested changes and
require signature(s)from an authorizedparty of the Seller.
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ARTICLE XXVI:ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment.Seller agrees to comply with all applicableequal employmentopportunity,
small business,and affirmative action laws and regulations.All Equal Employment Opportunity
and affirmative action laws and regulationsare hereby incorporatedby this reference,including
provisions of 38 U.S.C.§4212,Executive Order 11246,as amended,and any subsequent
executiveorders or other laws or regulationsrelating to equal opportunity for employmenton
governmentcontracts.To the extent this Agreementis coveredby ExecutiveOrder 11246,the
Equal Opportunity Clauses contained in 41 C.F.R.§60-1.4,41 C.F.R.§60-250.5,and 41 C.F.R.
§60-741.5are incorporatedhereinby reference.
26.2 Prior to the Seller executing this Agreement,the Seller shall have:
a)Submitted an interconnectionapplication for this Facility and is in compliance with all
payments and requirements of the interconnectionprocess.
b)Acknowledged responsibility for all interconnectioncosts and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR.If final interconnectionor transmission studies are not complete at the
time the Seller executes this Agreement,the Seller understands that the Seller'sobligations
to pay Delay and Termination Damages associated with the project's failure to achievethe
Operation Date by the Scheduled OperationDate as specified in this Agreement is not
relieved by final interconnectionor transmission costs,processes or schedules.
c)Provide acceptable and verifiable evidenceto Idaho Powerthat demonstrates the Facility
is eligible for the publishedavoidedcosts requested by the Seller and contained within
this Agreement.Commission Order No.34628 effective June 1,2020,providesthe
current publishedavoidedcosts for Non-SeasonalHydro Facilities,Seasonal Hydro
Facilities,Other Facilities,Solar Facilities,and Wind Facilities.Commission OrderNo.
32697 provides for full capacity payments for existing projects that haverequested
replacement contracts after their existing contract expires.
32
26.3 This Agreementincludes the following appendices,which are attached hereto and includedby
reference:
Appendix A -GenerationScheduling and Reporting
Appendix B -Facility and Point of DeliveryAppendixC-Engineer'sCertificationsAppendixD-Forms of Liquid SecurityAppendixE-Non-Seasonal Hydro Facility Energy Prices
Appendix F -Insurance Requirements
ARTICLE XXVII:SEVERABILITY
27.1 The invalidityor unenforceability of any term or provision of this Agreementshall not affectthe
validityor enforceability of any other terms or provisions and this Agreementshall be construed
in all otherrespects as if the invalid or unenforceableterm or provision were omitted.
ARTICLE XXVIII:COUNTERPARTS
28.1 This Agreementmay be executed in two or more counterparts,each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
33
ARTICLE XXIX:ENTIREAGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties conceming the subject matter
hereofand supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF,The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Reynolds IrrigationDistrict
By By
Ryan Adelman Jerry HoaglandVicePresident,Power Supply Chairman
Dated Dated
"Idaho Power""Seller"
34
APPENDIX A
A -l MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month,the powerproduction and switching report will be emailed to:
[e-mail]
If email is not available,then the report can be mailedto:
IdahoPowerCompany
Cogenerationand Small Power ProductionReports
C/O FinancialAccounting
1221 W.Idaho
Boise,Idaho 83702
Themeter readings required on this report will be the readings on the Idaho Powermeter equipment
measuring the Facility's total energy production and Station Usage deliveredto Idaho Power and the
maximum generated energy (kW)as recordedon the meteringequipmentand/orany other required
energy measurements to adequately administerthis Agreement.This document shall be the document to
enable Idaho Powerto begin the energy payment calculationand payment process.Themeter readings
on this reportmay not be used to calculate the actual payment,but instead will be a check of the
automated meter readinginformation 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 Project
Address PhoneNumber:
City State Zip
Facility Station Metered
Output Usage Maximum
Meter Number:
End of Month kWh Meter Reading:kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:Net Generation
kWh for the Month:-=
Metered Demand:
Breaker Opening Record Breaker Closing Record
Date Time Meter *Reason Date Time Meter
*Breaker Opening Reason Codes
1 Lack of Adequate Prime Mover I hereby certify that the above meter readings
2 Forced Outage of Facility are true and correct as of Midnight on the last day
3 Disturbance of IPCo System of the abovemonth and that the switching record is
4 ScheduledMaintenance accurate and complete as required by the Energy
5 Testing of Protection Systems Sales Agreement to which I am a Party.
6 Cause Unknown
7 Other (Explain)
Signature Date
36
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly,Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter readinginformation from the Idaho Powerprovided meteringequipment that measures the Net
Energy and energy deliveredto supply Station Use for the Facility recorded at 12:00 AM (Midnight)of
the last day of the month.
The meter information collected will includebut not be limited to energy production,Station Use,the
maximum generated power (kW)and any other requiredenergy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Management
Name:Jerry Hoagland
Cell Phone:[phone]
Name:Kris Davis
Cell Phone:[phone]
24-Hour Project OperationalContact
Name:JerryHoagland
Cell Phone:[phone]
Name:Kris Davis
Cell Phone:[phone]
Project On-site Contact information
Name:Jerry Hoagland
Cell Phone:[phone]
Name:Kris Davis
Cell Phone:[phone]
37
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name:Reynolds Irrigation Hydro Project
Project Number:21415120
B-1 DESCRIPTION OF FACILITY
The original firm energy sales agreement was signed on April 1,1985 but the project did not start
generatingelectricity until May 1986.The description of the facility in the 1985 agreement calls
for a single GE induction generatorwith a nameplate rating of 270 kW.However,at the time of
construction,a generatorwith a 350 kW nameplate was installed.In February2021,a representative
of Reynolds Irrigation District who has been with the district since before 1986,confirmed that the
generator at the project is the original 350 kW generatorinstalled in 1986.The generator is driven
by a Gilkes Turbo Impulse Turbine.The generatorstep-up transformeris rated at 300 kW so the
generatornameplate is reportedas 350 kW and the Maximum Capacity Amount is 300 kW because
of the transformerlimitation.
Prior to 1986,the Reynolds Irrigation District had a canal that fed the water into a pipe that crossed
the Snake River to provide irrigation water south of the river.In 1985-1986,Reynolds Irrigation
District decided to eliminate the pipeline crossing the river,build a small hydro generationPURPA
project on the north side of the river,generate electricity by passing the canal water through the
turbine and then releasing the water into the Snake River on the north side.A pumping plant was
installed on the south side of the river which pumped water out of the Snake River for irrigation
use in similar quantities as the canal water passing throughthe turbineon the north side of the river.
Facility NameplateCapacity:350 kW
Qualifying Facility Category(Small PowerProductionor Cogeneration):Small Power Production
Primary Energy Source (Hydro,Wind,Solar,Biomass,Waste,Geothermal):Hydro
Fueled or Non-Fueled Rate (Generatorprimarily fueledwith 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 decreases the Facility NameplateCapacity,or (2)changes the Qualifying 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 Agreementterms,
conditions and pricing and Idaho Power,at its sole determination,may adjust the pricing or
terminate the Agreement.If the Agreementis terminatedbecause of said modifications,the Seller
will be responsible for any Termination Damages.
B-2 LOCATION OF FACILITY
Near:Walters Ferry,Idaho
GPS Coordinates:Latitude Decimal Degrees 43.341980
Longitude Decimal Degrees -116.600729
State:Idaho County:Canyon
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B-3 SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
This Facility is interconnected and already delivering energy to Idaho Power pursuant to a Firm
Energy Sales Agreementthat the parties agree to haveexpire on April 30,2021.The First Energy
Date and the OperationDate for this Agreementwill be at hour beginning00:01 on May 1,2021,
provided that the Commission approves the replacement Agreementand the Seller completes all of
the Article IV and Article V requirements prior to May 1,2021.
B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 300 kW which is consistent with the value providedby 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 m time.
B-5 POINT OF DELIVERY
"Point of Delivery"means,unless otherwise agreed by both Parties,the point of where the
Seller's Facility energy is deliveredto the IdahoPower electrical system.The GIA will determine
the specific Point of Delivery for this Facility.The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the IdahoPowermeteringequipment is capable of measuring the energy deliveriesby the Seller
to the Idaho Power electrical system at the Point of Delivery,no Losses will be calculated for this
Facility.If the IdahoPower meteringequipment is unable to measure the energy deliveriesdirectly
at the Point of Delivery,the Losses will be calculated.This loss calculationis currently set at 1.67%
of the kWh electricity production recorded on the Facility generation meteringequipment.If at any
time during the term of this Agreement,Idaho Powerdetermines that the loss calculation needs to
be reviseddue to a change in the electrical equipmentor some other factor,then Idaho Power may
adjust the calculationand retroactively adjust the previous month's kWh loss calculations.
39
B-7 DESIGNATED NETWORK RESOURCE(DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement.The DNR
status will continue if this Agreement is 1)executed and approvedby the Commission,and 2)a
GIA has been executed by both parties and 3)the Seller is in compliance with all requirements of
that GIA.
IdahoPower cannot accept or pay for generationfrom this Facility if the Facility has not achieved
the status of being an Idaho Power DNR.Federal Energy Regulatory Commission ("FERC")
rules require Idaho Powerto prepare and submit the application to achieve DNR status for this
Facility.Because much of the information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility,IdahoPower'sability to file the DNR applicationin a timely manner
is contingent upon timely receipt of the requiredinformation from the Seller.Prior to Idaho Power
beginning the process to enable IdahoPowerto submit a request for DNR status for this Facility,
the Seller shall have 1)filed a GenerationInterconnectionapplication,2)submitted all information
requiredby Idaho Power to complete the application,and 3)eitherexecuted this Agreement or,at
a minimum,provided Idaho Power with confirmation of the Seller's intent to complete this
Agreementin a timely manner.Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
40
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS &MAINTENANCE POLICY
The undersigned ,on behalf of himself/herself and
,hereinaftercollectively referredto as "Engineer,"hereby states and certifies to the Seller as
follows:
1.That Engineeris a Licensed Professional Engineerin good standing in the State of Idaho.
2.That Engineerhas reviewed the Energy Sales Agreement,hereafterreferredto as the "Agreement,"
between Idaho Poweras Buyer,and as Seller,dated
3.That the cogeneration or small power productionproject which is the subject of the Agreementand
this Statement is identified as Idaho Power CompanyFacility No.and is hereinafter
referredto as the "Project."
4.That the Project,which is commonly known as the Project,is located in
Section Township Range ,Boise Meridian,County,Idaho.
5.That Engineerrecognizes that the Agreementprovides for the Project to furnish electrical energy
to Idaho Power for a year period.
6.ThatEngineerhas substantial experience in the design,construction and operationof electric power
plants of the same type as this Project.
7.That Engineerhas no economic relationshipto the Design Engineerof this Project.
8.That Engineerhas reviewedand/orsupervised the review of the Policy for Operationand
Maintenance ("O&M")for this Project and it is his professionalopinion that,said Project has been
designed and built to appropriatestandards,and adherence to said O&M Policy will result in the Project's
producingat or near the design electrical output,efficiency and plant factor for the full Contact Term of
years.
9.That Engineerrecognizes that IdahoPower,in accordance with paragraph5.2 of the Agreement,is
41
relying on Engineer's representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete,true and accurate to the best of
his/her knowledge and thereforesets his/herhand and seal below.
By
(P.E.Stamp)
Date
42
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned ,on behalf of himself/herself
and hereinafter collectively referred to as "Engineer,"hereby states and
certifies to the Seller as follows:
1.That Engineeris a Licensed Professional Engineerin good standing in the State of Idaho.
2.That Engineerhas reviewedthe Energy Sales Agreement,hereafterreferredto as the "Agreement,"
between Idaho Power as Buyer,and as Seller,dated
3.Thatthe cogeneration or small power productionproject which is the subject of the Agreementand
this Statement is identified as Idaho Power CompanyFacility No.and hereinafterreferred
to as the "Project".
4.That the Project,which is commonly known as the Project,is located in
Section Township Range ,Boise Meridian,County,Idaho.
5.That Engineerrecognizes that the Agreementprovidesfor the Project to furnish electrical energy
to Idaho Power for a year period.
6.ThatEngineerhas substantial experience in the design,construction and operationof electric power
plants of the same type as this Project.
7.That Engineerhas no economic relationshipto the Design Engineerof 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 been
completed in accordance with said O&M Policy;that it is in reasonably good operatingcondition;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 Engineerrecognizes that Idaho Power,in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer'srepresentations and opinions contained in this Statement.
10.That Engineercertifies that the abovestatements are complete,true and accurate to the best of
his/her knowledgeand thereforesets his/her hand and seal below.
By
(P.E.Stamp)
Date
44
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN &CONSTRUCTION ADEQUACY
The undersigned ,on behalf of himself/herself and
hereinaftercollectively referredto as "Engineer",hereby states and certifies
to Idaho Power as follows:
1.That Engineeris a Licensed Professional Engineerin good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement,hereafterreferred to as the
"Agreement",between Idaho Power as Buyer,and as Seller,dated
3.That the cogenerationor small power production project,which is the subject of the
Agreementand this Statement,is identified as IdahoPowerCompanyFacility No and
is hereinafterreferredto as the "Project".
4.That the Project,which is commonly known as the Project,is located in
Section Township Range ,Boise Meridian,County,Idaho.
5.That Engineerrecognizes that the Agreementprovides for the Project to furnish electrical
energy to Idaho Powerfor a year period.
6.That Engineer has substantial experience in the design,construction and operation of
electric power plants of the same type as this Project.
7.That Engineerhas no economic relationship to the DesignEngineerof 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,generatingequipment,prime mover conveyance system,Seller
furnished InterconnectionFacilities and other Project facilities and equipment.
9.That the Project has been constructed in accordance with said plans and specifications,all
45
applicablecodes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operationand maintenance practices by Seller,the Project is capable of performing in accordance with the
terms of the Agreementand with Prudent Electrical Practices for a year period.
11.That Engineer recognizes that Idaho Power,in accordance with paragraph 5.2 of the
Agreement,in interconnecting the Project with its system,is relying on Engineer's representations and
opinionscontained in this Statement.
12.ThatEngineercertifies that the above statements are complete,true and accurate to the best
of his/her knowledgeand thereforesets his/her hand and seal below.
By
(P.E.Stamp)
Date
46
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide IdahoPowerwith commerciallyreasonable security instruments such as
Cash,Cash Escrow Security,Guarantee or Letter of Credit as those terms are definedbelow or
other forms of liquid financial security that would provide readily availablecash to Idaho Power
to satisfy the Security Deposit requirementand any other security requirements within this
Agreement.
For the purpose of this Appendix D,the term "Credit Requirements"shall mean acceptable
financial creditworthinessof 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 otherentity with a short-term or long-terminvestment grade credit
rating by Standard &Poor's Corporationor Moody's Investor Services,Inc.shall be deemed to
haveacceptable financial creditworthiness.
1.Cash -Seller shall deposit cash in the amount of the requiredSecurity Deposit with Idaho
Power.Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2.Cash Escrow Security -Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the requiredsecurity
amount(s).A single escrow account may be established for all security requirements,
howeverdetailedaccounting of the individual security requirements must be maintainedby
47
the Seller and Seller shall be obligatedto maintain the appropriateamounts to satisfy each
security requirementwithin the individuallyidentified accounts.The Seller shall be
responsible for all costs
3.Guarantee or Letter of Credit Security -Seller shall post and maintain in an amount equal to
the Security Deposit:(a)a guaranty from a party that satisfies the Credit Requirements,in a
form acceptable to Idaho Power at its discretion,or (b)an irrevocableLetter of Credit in a
form acceptable to Idaho Power,in favor of Idaho Power.The Letter of Creditwill be issued
by a financial institution acceptable to both parties.A single aggregate Guarantee or Letter of
Credit may be providedfor all security requirements,however detailed accounting of the
individual security requirements must be maintainedby the Seller and Seller shall be
obligatedto maintainthe appropriateamounts to satisfy each security requirementwithin the
individuallyidentified accounts.The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s)or Letter(s)of Credit.
48
APPENDIX E
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the NameplateCapacity Amount of 350 kW,Non-FueledRates)
E-1 Base Energy HeavyLoad Purchase Price -For all Base Energy receivedduring HeavyLoadHours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34628 effective June 1,2020,with full capacity payments per CommissionOrderNo.32697 and
seasonalization factors applied:
Season 1 -(73.50 %)Season 2 -(120.00 %)Season 3 -(100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2021 40.37 65.90 54.92
2022 40.72 66.47 55.39
2023 41.78 68.21 56.84
2024 43.63 71.23 59.36
2025 46.34 75.66 63.05
2026 49.02 80.04 66.70
2027 51.10 83.43 69.52
2028 52.72 86.07 71.72
2029 53.78 87.8 1 73.17
2030 54.37 88.76 73.97
2031 55.21 90.13 75.11
2032 56.51 92.26 76.88
2033 58.05 94.77 78.97
2034 59.51 97.16 80.97
2035 60.79 99.25 82.71
2036 62.12 101.42 84.52
2037 64.07 104.61 87.18
2038 65.72 107.30 89.42
2039 67.06 109.49 91.24
2040 68.43 111.73 93.11
2041 69.76 113.90 94.92
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E-2 Base Energy Light Load Purchase Price -For all Base Energyreceivedduring Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
34628 effective June 1,2020,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/kWh Mills/kWh Mills/kWh
2021 35.01 57.17 47.64
2022 35.36 57.74 48.11
2023 36.43 59.47 49.56
2024 38.28 62.49 52.08
2025 40.99 66.93 55.77
2026 43.67 71.30 59.42
2027 45.75 74.69 62.24
2028 47.36 77.33 64.44
2029 48.43 79.07 65.89
2030 49.02 80.03 66.69
2031 49.86 8 1.40 67.83
2032 51.16 83.52 69.60
2033 52.70 86.03 71.69
2034 54.16 88.42 73.69
2035 55.44 90.52 75.43
2036 56.77 92.69 77.24
2037 58.72 95.87 79.90
2038 60.37 98.57 82.14
2039 61.71 100.75 83.96
2040 63.08 102.99 85.83
2041 64.41 105.16 87.64
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E-3 All Hours EnergyPrice -The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelizedenergy price in accordance with Commission Order
34628 effective June 1,2020,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/kWh Mills/kWh Mills/kWh
2021 37.98 62.02 51.68
2022 38.33 62.59 52.16
2023 39.39 64.32 53.60
2024 41.25 67.34 56.12
2025 43.96 71.77 59.8 1
2026 46.64 76.15 63.46
2027 48.72 79.54 66.28
2028 50.33 82.18 68.48
2029 51.40 83.92 69.93
2030 51.99 84.88 70.73
2031 52.82 86.24 71.87
2032 54.13 88.37 73.64
2033 55.67 90.88 75.74
2034 57.13 93.27 77.73
2035 58.41 95.37 79.47
2036 59.74 97.53 8 1.28
2037 61.69 100.72 83.94
2038 63.34 103.42 86.18
2039 64.68 105.60 88.00
2040 66.05 107.84 89.87
2041 67.38 110.01 91.68
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APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specifiedwithin this Appendix for the term of
the Agreement.
Insurance Requirements:
1.All insurance requiredby this Agreementshall be placed with an insurance company with an
A.M.Best Companyrating of A-or better.
2.If the insurance coveragerequired in this Appendix is cancelled,materially changed or lapses
for any reason,the Seller will immediately notify Idaho Power in writing.This notice will
advise Idaho Power of the specific reason for cancellation,material change or lapse and the
steps being taken to comply with these Insurance Requirements.Failure to provide this notice
and to comply with these Insurance Requirements within five (5)days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Powermay terminate this
Agreement.
3.Prior to the First Energy date and subsequently within ten (10)days of the annual anniversary
of the OperationDate,the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Companyand list Idaho Power Company as an Additional Insured Endorsement and
Waiver of SubrogationEndorsement.
4.The Certificate of Insurance shall evidence the appropriate insurance coverage of
ComprehensiveGeneral Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000),each occurrence,combined single limit.The
deductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
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