20220204Application.pdf

3Em.
An IDACOEP Compeny
DONOVAN E. WALKER
Lead Counse!
dwalker@ida hooower.com
February 4,2022
VIA ELECTRONIC MAIL
Jan Noriyuki, Secretary
ldaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, ldaho 83714
Re Case No. IPC-E-22-02
Shingle Creek LLC
ldaho Power Company's Application re the Energy Sales Agreement from
the Shingle Creek Hydro Project
Dear Ms. Noriyuki
Attached for electronic filing is ldaho Power Company's Application in the above
entitled mafter. lf you have any questions about the attached documents, please do not
hesitate to contact me.
Very truly yours,
2datl<-
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa lker@ idahopower.com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
SHINGLE CREEK LLC, FOR THE SALE
AND PURCHASE OF ELECTRIC ENERGY
FROM THE SHINGLE CREEK HYDRO
PROJECT.
CASE NO. IPC-E-22-02
APPLICATION
ldaho Power Company ("ldaho Powef or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
("PURPA'), hereby respectfully applies to the ldaho Public Utilities Commission
("Commission') for an order accepting or rejecting the Energy Sales Agreement CESA"
or "Agreement") between ldaho Power and Shingle Creek LLC, ('Shingle Creek" or
"Selle/') under which Shingle Creek would sell and ldaho Power would purchase electric
generation from the Shingle Creek Hydro Project ("Facility') located near the city of
Riggins, ldaho.
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APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The Seller currently has a PURPA energy sales agreement with ldaho
Power for this Facility that was executed on May 8,2017. The expiration date of the 2017
energy sales agreement is July 31,2022.
2. The ESA submitted herewith is a new contract with the same Qualifoing
Facility ("QF') for a new term and cunent 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 megawafts ('aMW') or less
pursuant to Commission Order No. 34350. The Facility is an existing QF that is seeking
a replacement agreement. The replacement ESA contains capacity payments for the
entire term of the Agreement, with no sufficiency period. See Order No. 32697 at21-22,
Order No. 32737 at 5, and Order No. 32871. Pursuant to the Commission's direction in
its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for
a QF in the "Non-Seasonal Hydro" category based on the surrogate avoided resource
('SAR') avoided cost methodology.
3. The ESA, dated January 24, 2022, was executed in compliance with the
Commission's orders directing the implementation of PURPA for the state of ldaho and
contains avoided cost rates pursuant to the Commission's Order No. 35052 dated May
26,2021.
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
APPLICATION.2
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 incrementa! cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avolded 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 furtherclarified certain terms and
conditions of power purchase agreements. Most recently, in Order No. 33898, the
Commission directed ldaho Power to utilize July 2026 as its first capacity deficit in the
Company's SAR methodology. However, this ESA is a replacement contract and its rates
contain capacity payments for the entire contract term.
III. THE ENERGY SALES AGREEMENT
6. On January 24, 2022, ldaho Power and the Seller entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to this
APPLICATION - 3
PURPA agreement for a "Non-Seasonal Hydro" project. A copy of the ESA is attached
to this Application as Attachment 1. Under the terms of this ESA, the Seller elected to
contract with ldaho Power for a S-year term using the non-levelized, non-seasonal hydro
published avoided cost rates as currently established by the Commission in Order No.
35052 dated May 26, 2021, for replacement contracts and for energy deliveries of less
than 10 aMW.
7. The Seller provided documentation that the project nameplate is 224 kW
and they have agreed to a maximum capacity amount of 222 kilowafts ('kW') which
matches maximum capacity amount of the current energy sales agreement. As defined
in paragraphs 1 .24 and 4.1.4 of the ESA, the Seller will be required to provide data on
the Facility that ldaho Power will use to confirm that under norma! and/or average
conditions, the Facility will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7 .7 of the ESA, should the Facility exceed 10 aMW on a monthly
basis or 222 kW on an hourly basis, ldaho Power wil! accept the energy (lnadvertent
Energy), but will not purchase or pay for this lnadvertent Energy.
8. This Facility has been delivering energy to ldaho Power in accordance with
an energy sales agreement dated May 8, 2017, that expires on July 31, 2022 ("2017
Agreement"). The Seller plans to continue operating and maintaining a 222kilowatt ('kW')
energy facility located near the city of Riggins, ldaho. The Facility is a QF under the
applicable provisions of PURPA. The prices in the 2017 Agreement included value for
capacity. Because the project configuration in the replacement ESA is the same
configuration that has been operating under the 2017 Agreement, the replacement ESA
contains payment for capacity during the full term, rather than not being paid for capacity
APPLICATION - 4
during ldaho Power's current capacity sufficiency period.
9. The Facility is already interconnected and selling energy to ldaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
this Facility of August 1,2022. See Appendix B. 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, ldaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisff compliance with the
various requirements for the Seller to be granted a First Energy Date and Operation Date
for this replacement ESA. ln addition, ldaho Power will monitor the ongoing requirements
through the full term of this ESA.
10. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Se!!er. A
Schedule 72 Generator Interconnection Agreement, or "GIA," between the Seller and
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ("DNR') to serve ldaho Powefs retail load on its system. !n order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Powe/s non-discriminatory administration of its Open Access Transmission Tariff
(OATT) and maintain compliance with FERC requirements.
11. The notification of Net Energy Amount monthly adjustments described in
paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard Time on the
25th day of the month that is prior to the month to be revised. lf the 25th day of the month
APPLICATION - 5
falls on a weekend or holiday, then written notice must be received on the last business
day prior to the 25th.
12. Article XX! of the ESA provides that the ESA wil! not become effective until
the Commission has approved allof the ESA's terms and conditions and declared that all
payments ldaho Power makes to the Seller for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
!V. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract wil! run its full term and expire on July 31,
2022, 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.
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwa [e-mail]
[e-mail]
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
e n erovcontracts@ id ah opowe r. com
APPLICATION - 6
vt.w
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
that al! payments for purchases of energy under the ESA between ldaho Power and the
Seller be allowed as prudently incurred expenses for ratemaking purposes.
Respecttully submitted this 4h day of February 2022.
fuzdat4-
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 7
CERTIFICATE OF SERVICE
! HEREBY CERTIFY that on this 4h day of February 2022, ! 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:
Bryan DeVeny, Mike DeVeny
Shingle Creek LLC
P.O. Box 1160
Riggins, lD 83549
_Hand Delivered
_U.S. Mail
_Overnight Mail_FAXX Email
[e-mail]
devenvm@frontiernet. net
Christy Davenport, Legal Assistant
APPLICATION - 8
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-22-02
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
Al.lD
SHINGLE CREEK LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Tenn and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Atfibutes
Facility and Interconnection
Metering, Metering Communications and SCADA Tele,rnetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
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3
4
5
6
7
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15
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t7
18
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24
25
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Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forrns of Liquid Security
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirernents
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Shingle Creek Hydro
Project Number: I l4l50l5
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this 24th day of
January 2022,between SHINGLE CREEK LLC, (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
*Par6/."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualiffing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifoing Facility.
THEREFORE, ln consideration of the mutual covenants and agreernents hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFTNITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I .l "Adjusted Estimated Net Enerqy Amount" - The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjusfrnents that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorizet!_Aren!" - A person or persons specified within paragraph 25.2 of this Agreement as
being authorizel and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
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agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 "Q.gnmqisglon" - The Idaho Public Utilities Commission.
1.4 "Con1trac!_@" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
1.5 "Delay Cure Period" - One hundred twenty (120) days immediately following the Scheduled
Operation Date.
1.6 "Delay Damases" - Current month's Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
1.7 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.8 "&!.ay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Appendix E-3 of this Agreernent. If this
calculation results in a value less than zero (0), the result of this calculation will be zero (0).
1.9 "Desienated Network Resource (DNR)" - A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
l.l0 "Desienated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
l.l I "Elffeg1[1re-p41!9'- The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreanent was fully executed by both
Parties.
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l.l2 "Environmental Attributes" -Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
ernission of pollutants. Environmental Attributes include but are not limited to: (l) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided ernissions of carbon dioxide (COz),
methane (CHl), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering the Earth's climate by trapping heat in the atmosphere;t 13; the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
parly at the REC purchaser's discretion, 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, regulation orbill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or invesffnent tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investnent tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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l.l3..@,-ThemonthlyEstimatedNetEnergyAmount(kwh)provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
l.l4 "Eagilifi" - That electric generation facility described in Appendix B of this Agreernent
l.l5..@,,_ThesumoftheindividualGenerationUnitNameplate
Capacities that are installed at this Facility.
I . 16 "First Enersy Date" - The day commencing at 00:0 I hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
l.l7 "Eerced 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-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was p! the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
1.18 "Egeled Rates," - Fueled Rates shall apply to Qualifuing Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
l.l9 "Generator Interconnecti ' - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
1.20 "Generation Unit" - A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
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l.2l "Heavy Load Hours (HL)" - The daily hours, applicable to energy deliveries, from hour ending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day,
Mernorial Day, Independence Day, Labor Day, Thanksgrving and Christmas.
1.22 "hAdp{9nt!_E!gg" - Electric energy Seller did not intend to generate. lnadvertent energy is
described in paragraph 7.7 of this Agreement.
1.23 "Interconnection Facilities'- All equipment specified in the GIA.
1.24 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
1.25 "Lieht Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Mernorial Day, Independence Day,
Labor Day, Thanlsgiving and Christnas.
1.26 '6LqSSeg'r - The loss of electrical energy expressed in kilowatt houn (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's enerry is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreernent.
1.27 "Market Energy Reference Pdd'- Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.28 "lv[a19gi4!.Breach'' - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 "Maximum Capacitv Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.30 "Mid-Columbia Market E '- Eighty-trvo 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 relative proportions of peak hours and offpeak hours in the month as follows:
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The Mid-Columbia Market Energy Cost actual calculation being:
n
.824 * (I {(CE Mid-C Peak Avg* * HL hours for day) +
X=1
(ICE Mid-C Off-Peak Arg* * LL hours for day)) I (n*24))
where n = number of days in the month
If the ICE Mid-C lndex prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this defrnition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.31 "Monthly Nameplate Enere'v,'- Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.32 "Na"ngelalg_eepagiff'- The fullJoad electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to
the individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph4.l.4 of this Agreement.
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1.33 "&!_.hfg" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreanent, 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 lnadvertent Energy.
1.34 '1lqnfugled_RAleq" - Non-Fueled Rates shall apply to Qualiffing Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
1.35 "Operation Date" - For new projects, the day commencing at 00:01 hours, Mountain Time,
following the day that all requirements of paragraph 5.2 have been completed and after the Seller
requested Operation Date. For existing projects already delivering energy to Idaho Power under
an existing energy sales agreement, the Operation Date will be at hour beginning 00:01 on the
Scheduled Operation Date selected in Appendix B-3, provided the Commission approves the
replacement Agreanent and the Seller completes all of the Article IV and Article V requirements
prior to the Scheduled Operation Date specified in Appendix B-3.
1.36 "Point of Delivery" - The location specified in the GIA and referenced in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.37 "Prudent Electrical P " - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.38 "Renewable Enerqy Cefti " or "&E' - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh ofNet Energy.
1.39 "Scheduled Operation Date" - The date specified in Appendix B-3 when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
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reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliance items.
1.40 ".Sche<fu!q72" - Idaho Power's TariffNo. l0l, ScheduleTz or its successor schedules as
approved by the Commission.
l.4l "schedule._73." - Idaho Power's TariffNo. l0l, ScheduleT3 or its successor schedules as
approved by the Commission.
1.42 "security Deposit" - $45 per kW Nameplate Capacity of the entire Facility.
1.43 "&ap[" - The three periods identified in paragraph 6.2.1 of this Agreement.
l.M "Slation USg" - 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-defaulting party has incurred as a result of
termination of this Agreonent.
ARTICLE II: NO RELI.ANCE ON IDAHO POWER
2.1 Seller Independent Investieation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreernent have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warrantv by Idaho Power - Any review or acceptance Seller's design, specifications,
equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and Idaho
Power makes no warranties, expressed or implied, regarding any aspect of Seller's design,
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3.2
J.J
4.1
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
Oualitrine Faciliw Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term
is used and defined in l8 C.F.R. 5292.201et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualiffing Facility status during the term of this Agreement
and Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualiffing Facility status and
associated support and compliance documents at any time during the term of this Agreernent.
FERC License / Exemption / Determination - Seller waffants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifuing conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifuing conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualiffing conduit hydropower facility for the Facility during
the term of this Agreanent, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreanent.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
First Eners.v Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreernent dated May 8, 2017, and
some of the requirements of this Article are similar to the requiranents of the 2017 agreement.
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller under this Agreanent, Idaho Power shall review the previously provided
information and at ldaho Power's sole discretion may 1) accept the previously provided
information as meeting the requirements of this Article or, 2) require updates to the previously
9
provided information or 3) require the Seller to provide new information to complete the
following requiranents.
4.1.1 Licenses. Leases. Permits. Determinations. Approvals - Submit proof to Idaho Power that
all licenses, leases, permits, determinations and approvals necessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 C.F.R.5292.201
et seq. as a certified Qualifoing 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 approvals as set forth in paragraph 4.1.I
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering
the opinion understands that Idaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval - Confirm with Idaho Power that Commission approval of this
Agteement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt of this information, Idaho Power will
review the provided data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
10
4.1.5
4.1.6
4.1.7
4.1.8
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten (10) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacity ratings
of the individual Generation Units to be installed at this Facility. Idaho Power
will veri$ that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
(10) MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds ten (10) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten (10) average MW in any
month.
Nameplate Capaciry - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and deterrnine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specific Generation Units.
Completion Certificate - Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
lnsurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
Interconnection - Provide written confirmation from Idaho Power's business unit that
1l
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirernents that will enable the Facility to be safely connected to the Idaho
Power electrical system.
4.1.9 Desiexated Network Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility must
achieve DNR status prior to Idaho Power accepting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility's Maximum Capacity Amount and/or if Idaho Power
transmission network upgrades will be required. The results of this study process
and any associated costs will be included in the GLA for this Facility.
4.1.9.2 At least thirty (30) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements of the GIA that enable the Facility to
come online, Idaho Power will complete the process for getting the Seller's
Facility approved as an Idaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notiff Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirernents of the GIA and complying with
the requirements of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
t2
5.1
5.2
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on
the Effective Date and shall continue in full force and effect for a period of five (5) Contract Years
from the Operation Date, except that if the Operation Date is granted for a date that is after the
Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with an Energy Sales Agreement dated May 8, 2017, and
some of the requirements of this Article are similar to the requirements of the 2017 agreement.
Prior to the Operation Date and as a condition of Idaho Power's acceptance of deliveries of energy
from the Seller under this Agreement, Idaho Power shall review the previously provided
information and at Idaho Power's sole discretion may I ) accept the previously provided information
as meeting the requirements of this Article or, 2) require updates to the previously provided
information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
a) The Facility is online and delivering electricity to Idaho Power at the Point of Delivery.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
c) Engineer's Certifications - Submit an executed Engineer's Certification of Desigrr &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the fonn specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
l3
5.3
5.4
5.5
5.6
5.7
e) Seller has received written confirmation from Idaho Power of the Operation Date.
Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility's GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. If Seller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Delay Damases Billine and Payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within fifteen (15) days after the end of each month or within 30
days of the date this Agreernent is terminated by Idaho Power.
Tennination Damaees Billine and Payment - Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall respond within 15 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
Seller Payment - Seller shall pay Idaho Power any calculated Delay or Termination Damages within
15 days from when Idaho Power presents these final adjusted billings to the Seller. Final adjusted
billing being the original billing adjusted to reflect any mutually agreed to changes from the original
billing. Seller's failure to pay these damages within the specified time will be a Material Breach
of this Agreement and Idaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal to the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreernent as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
t4
5.8
6.1
6.2
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Powermay terminate this Agreement.
In accordance with Commission Order No. 32697 E(lX8), this Article 5.8 shall not be required in
situations where the parties are entering into a new Enerry Sales Agreement ("ESA") for an
existing Qualifying Facility ("QF") project already in commercial operation so long as the new
ESA is between the same parties and there are no material modifications to the existing QF project.
5.8.1 Security Deposit Release - Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination Damages
have been paid in full to Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Eners.v Purchase and Delivery - Except when either Party's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery. At no time within any hour will the Seller's Facility
generation deliveries to Idaho Power exceed the Maximum Capacity Amount specified in
Appendix B.
Estimated Net Enerey Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to Idaho Power via ernail or alternate
methods as specified by Idaho Power.
15
6.2.1 Monthly Estimated Net Energ.v Amounts provided as of the Effective Date of this
Agreexnent:
Month kwh
Season I
Season 2
March
April
May
July
August
November
December
June
September
October
January
February
58,725
76,650
121,800
I15,000
94,250
62,550
41,000
125,925
78,675
73,125
39,000
40,000
Season 3
6.2.2 Seller's Adjustment of Estimated Net Enerey Amounts - Prior to the Operation Date, the Seller
may revise all of the previously provided monthly 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 Power by electronic notice (electronic
mail) as agreed to by both parties.
6.2.3 Seller's Adjustment of Estimated Net Enere.v Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Enerry
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
256 day of the month that is prior to the month to be revised. If the 25h day of the month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
t6
6.2.4
last business day prior to the 25tr day of the month. For example, if the Seller would like
to revise the Estimated Net Energy Amount for October, they would need to submit a
revised schedule no later than September 25ft or the last business day prior to September
25rh.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If portal is not available, then written notice must be provided
to Idaho Power by electronic notice (electronic mail) 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 Power is unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time that Idaho Power receives the
requested change is after the deadline.
Idaho Power Adjustnent of Monthly Estimated Net Enerw Amounts - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared
Suspension of Energy Deliveries is accepted by Idaho Power, the monthly estimated Net Energy
amount as specified in paragraph 6.2 for the specific month in which the reduction or suspension
under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred:
NEA Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by Iduho
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
t7
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension ofEnergy
Deliveries.
Sum of all of the individual generatorratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
= reduced or suspended under paragpph 12.2.1 or 12.3.1
Actual total hours in the current month
Resulting formula being :
TGU
RSH
TH
Adjusted
Estimated : NEANet Energy
Amourt
((#xNEA)),(#))
6.3
7.1
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.
Failure to Deliver Minimum Amounts of Net Enerey - Unless excused by an event of Force
Majeure or Idaho Power's inability to accept Net Energy, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Enere.v - (l) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) of the monthly
l8
7.2
7.3
7.4
7.5
7.6
7.7
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Energy delivered by the Facility to the Idaho Power electrical systern for that given
month, or (3) all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
Sumlus Eners.v 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, whichever is
lower.
Base Eners.v - The Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system after the Facility has achieved an Operation Date which is greater than
or equal to ninety percent (90%) and less than or equal to one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Enerey Heav.y Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price as
specified in Appendix E.
Base Enerey Lieht Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E.
All Hours Enere), Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E.
lnadvertent Energy -
7.7.1 lnadvertent Energy is electric energy produced by the Facility which the Seller
delivers to Idaho Power at the Point of Delivery that:
a.) exceeds ten thousand (10,000) kW multiplied by the hours in the specific
month in which the energy was delivered. (For example, January contains 744
hours. 744 hours times 10,000 kW :7,440,000 kWh. Energy delivered in
t9
7.8
7.9
January in excess of 7,440,000 kWh in this example would be Inadvertent
Energy.) or
b.) exceeds the Maximum Capacity Amount (in kW) in any hour.
7.7.2 Although Seller intends to desigrr and operate the Facility to generate no more than
the Maximum Capacity Amount and no more than ten (10) average MW monthly and
therefore does not intend to generate and deliver lnadvertent Energy, Idaho Power
will accept Inadvertent Energy but will not purchase or pay for Inadvertent Energy.
7.7.3 Delivering Inadvertent Energy to Idaho Power for two (2) consecutive months and/or
in any three (3) months during a Contract Year will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
Payments - Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH (Automated Clearing House), electronic, wire, paper checks or
any other method for making payments to Seller.
Continuins Jurisdiction of the Commission - This Agreunent is a special contract and the rates,
terms and conditions contained in this Agreanent will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Enere]r. Inc., 107 Idaho 781,693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission,l0T ldaho 1122,
695 P.2d I 261 ( 1985), Afton Enersy. Inc. v. Idaho Power Comoanv, I I I Idaho 925, 729 P .2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. $292.303-
308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Pursuant to Commission Order No.32697 and Order No.32802 the Environmental Attributes and
20
8.1
Renewable Enerry Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
2l
9.1
l0.t
10.2
10.3
ARTICLE IX: FACILITY AND INTERCONNECTION
Desim of Facilitv - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned lnterconnection Facilities so as to allow safe and reliable generation and delivery
of Net Energy and lnadvertent Energy to the Idaho Power Point of Delivery for the full term of the
Agreement in accordance with the GIA.
ARTICLE X:
METERING. METERING COMMUNICATIONS AND SCADA TELEMETRY
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 Agreanent and
integrate this Facility's electricity delivered to the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in
the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
Meterins Communications - Seller shall, at the Seller's sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph l0.l 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 metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
Suoervisory Control and Data Acquisition (SCADA) Telernetr.v - In addition to the requiranents
of paragraph 10.1 and 10.2, Idaho Power may require telanetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
22
I l.l
tt.2
t2.l
12.2
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of thls
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 andthe GIA.
ARTICLE XI - RECORDS
MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period ofnot less than five (5) years.
Insoection - Either Party, after reasonable notice to the other Parly, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
Acceptance of Energ.y -
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
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are intemrpted due an event of Force Majeure or
Forced Outage.
b.) If intemrption of generation deliveries is allowed by Section 210 of the
23
12.2.2
12.2.3
12.2.4
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. $292.304
c.) If ternporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or lnadvertent Energy deliveries is necessary because of line
construction, elecfical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
ernergencies on its system, or as otherwise required by Prudent Electrical
Practices.
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 Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deerns appropriate.
Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreernent. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
24
12.3 Seller Declared Suspension of Enerey Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
l23.2below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period ofnot less than forty-eight (a8) hours ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension of Energy Deliveries will begin at
the start of the next full hour following the Seller's telephone notification as 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 Declared Suspension 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 after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine Idaho Power's acceptance of the described Forced
Outage as qualifuing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3.1. Idaho Power's acceptance ofthe Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
25
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perfiorm planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance lnformation - Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to intemrpting the interconnection or curtailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical
system, and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
13. I
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indernnifu the other Parfy, its
officers, agents, affiliates, subsidiaries, parent company and ernployees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifring Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with this
26
Agreanent, or (b) negligent or intentional acts, errors or omissions. The indemnifuing Party shall,
on the other Party's request, defend any suit asserting a claim covered by this indemnity. The
indemnifying Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix F.
t4.t
ARTICLE XIV: FORCE MAJEURE
Force Majeure - As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means
any cause beyond the contol of the Seller or of Idaho Power which, despite the exercise of due
diligence, such Party is unable to prevent or overcome. Force Majeure includes, but is not limited
to, acts of God, fire, flood, stoms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidunics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
Fluctuations and/or changes of the motive force and/or the fuel supply are not events of Force
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2') The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
27
ARTICLE XV: LIABILITY: DEDICATION
15.l Limitation of Liabilitv - Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreanent.
15.2 Dedication - No undertaking by one Party to the other under any provision of this Agreanent
shall constitute the dedication ofthat Party's system or any portion thereofto the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Several Oblisations - Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities of the Parties are intended to be several and not joint or
collective. Nothing contained in this Agreanent shall ever be consfued to create an association,
trust, partnership or joint venture or impose a trust or partnership duty, obligation or liability on
or with regard to either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.
ARTICLE XVII: WAMER
17.l Waiver - Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement shall
not be deerned a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.l State of Idaho Laws - This Agreement shall be construed and interpreted in accordance with the
laws of the State of Idaho without reference to its choice of law provisions.
18.2 Venue - For any litigation arising out of or related to this Agreement will lie in the District Court
of the Fourth Judicial District of Idaho in and for the County of Ada.
28
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Parfy that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach. Idaho Power can
terminate the Agreernent at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
19.3 Operation Date Requirernents - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Ensineer's Certifications - Every thrce (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
29
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 required certificate; and
19.3.3 Licenses / Leases / Permits / Determinations - During the full term of this Agreement,
Seller shall maintain compliance with all leases, permits, licenses and determinations
described in paragraph 4.1.1 of this Agreanent. ln addition, Seller will supply Idaho
Power with copies of any new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4.l.l.lf at any time Seller fails to maintain compliance with the 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 onl], be
cured by Seller submitting to Idaho Power evidence of compliance from the permitting
agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
2l.l Commission Order - Idaho Power shall file this Agreement for its acceptance or rejection by the
Commission. This Agreanent shall only become finally effective upon the Commission's approval
of all terms and provisions hereof without change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreanent shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreernent nor any rights or obligations of either Party
30
23.1
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to all of Idaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
The Seller will promptly notifu Idaho Power if they are intending to modiff the Facility prior to
initiating the modification design, specification, purchasing and construction process. Any
modifications to the Facility, including but not limited to the generator or turbine, that (l)
increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualiffing Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the generator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review of the Agreement terms,
conditions and pricing and Idaho Power, at its sole determination, may adjust the pricing or
terminate the Agreernent. If the Agreement is terminated because of said modifications, the Seller
will be responsible for any Termination Damages. No modification to this Agreernent shall be
valid unless it is in writing and signed by both Parties and subsequently approved by the
Commission.
31
ARTICLEXXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES A}.ID AUTHORZED AGENTS
25.1 Notices - All written notices under this Agree,me,nt shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Orieinal document to:
Bryan DeVeny, Mike DeVeny
P.O. Box 1160
Riggins,ID 83549
208 -628 -337 2, 208 -84 t -6692
smdeven][e-mail]. [e-mail]
To Idaho Power:
Orieinal document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
[e-mail]
Copy of docume,nt to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idalrc 83707
energyconfr :acts @idahopower. com
Either Party may change the contact person and/or address inforrnation listed above, by providing
written notice from an authorized person representing the Party.
32
25.2 AuthorizedAe€o(s)
Name Tifle
BryanDeVeny Maaager
MikeDeVeny AuthorizodAgont
The Sellermaymodiffthe Authorized fueffsbyrequesting and connpleting anAuthorized
Ag€nt form pnovided by ldaho Power. This docum€ot will include the reguested chmges and
rcquire signatur{s) from au authorized party of the Seller.
33
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employrnent. Seller agrees to comply with all applicable equal ernployment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of 38 U.S.C. $4212, Executive Order I 1246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employment on
government contracts. To the extent this Agreement is covered by Executive Order ll246,the
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4, 4l C.F.R. $60-250.5, and 4l C.F.R.
$60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreanent, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination Damages associated with the project's failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this Agreement is not
relieved by final interconnection or transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order No. 35052 effective June I , 2021 , provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal Hydro
Facilities, Other Facilities, Solar Facilities, and Wind Facilities. Commission Order No.
32697 provides for full capacity payments for existing projects that have requested
replacernent contracts after their existing contract expires.
34
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forms of Liquid Security
Non-Seasonal Hydro Facility Energy Prices
Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agree,ment shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXMtr: COUNTERPARTS
28.1 This Agreement may be executed in trro or more counterparts, each of which shall be deerned an
original but all of which together shall constitute one and the same instnrment.
35
29.1
By
Dalod lrr/
ARTICLE )QOX: ENTIRE AGREEIT{ENT
Thic Agrccorcnt @nditrtcs frG cUirc AgrcGormt oftho Partics conccrning tho sr$jEat msttctr
horrof and eupcrsodes all prior orconlcrrrprmuc cal or wrimcn rgrcemcote bctwtco ttrc
Parrics conperaing the subject maCIar hacof.
IN WITNESS WIfiREOF, ThG Putkc Ho haw causcd this furc<ncot to bc cxccutod
in thcir rcspcctivo nasros qr the datcs sot forth bclow:
Idaho PowcrCompmy ShtuglcCrdLI,C
By
RyanAdelman
Vicc hcsidcat, Powcr Supply
MikoDcVcay
AuthoriadAgEd
otfztfzo2?-I DatcdL
"ldalro Powcr''Sollcr'
36
APPENDIX A
A_I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month, the power production and switching report will be emailed to:
csppaccounting@idahopower. com
If ernail is not available, then the report can be mailed to:
Idaho Power Company
Cogeneration and Small Power Production Reports
C/O Financial Accounting
l22l W.Idaho
Boise, Idaho 83702
The meter rcsdings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (k\ID as recorded on the metering equipment and/or any other required
energJ measrrements to adequately administer this Agreement. This document shall be the document to
enable ldaho Power to begin the energy palment calculation and payment process. The meter readings
on this report may not be used to calculate the actual palment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
37
Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCIIING REPORT
Month Year
Project
Phone Number:
State zip
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month klYh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter *Reason
Metered
Maximum
kw
Net Generation
Breaker Closing Record
Date Time Meter
f,'acility
Output
Station
Usase
"I Lack of Adequate Prime Mover
2 Forced Outage of Facility3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown7 Other @xplain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month and that the switching record is
accurate and complete as required by the Energy
Sales Agreement to which I am a Party.
Signature
38
Date
A-2 AI,J-TOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment ttrat measures the Net
Energy and energ5r delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnieht) of
the last day of the month.
The meter information collected will include but not be limited to en€rgy production, Station Use, the
maximum generated power (kW) and any other required energy measure,ments to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Manaeement
Name: Bryan DeVeny
Telephone Nurrber: 208-628-337 2
24-Hour Project Operational Contact
Name: Bryan DeVeny
Telephone Number: 208-628-337 2
Project On-site Contact inforrnation
Name: Bryan DeVeny
Telephone Nr:mber: 208-628-337 2
39
B-l
APPENDIX B
FACILIry AND POINT OF DELIVERY
Project Name: Shingle Creek Hydro
Project Number: I l4l50l5
DESCRIPTION OF FACILITY
The Shingle Creek Hydroelectric Project ("Project") executed a 3l-year Power Sales Agreement
on August 19, 1982. The project started delivering energy to Idaho Power in July of 1983. The
1982 agreenrent expired on July 31,2017. The Project executed a new S-year agreernent with Idaho
Power on May 8,2017.T\e2017 agreement started on August 1,2017 and expires on July 31,
2022.
There are 2 generator units. South Unit peak capacity is I 12 KW. North Unit peak capacity is I 12
KW. Average: South Unit: 61.6 KW, North Unit = 81.7 KW.
Head: South Unit is 340 feet, North Unit is 430 feet. Dual jet Pelton turbines.
Facility Nameplate Capacity for Shingle Creek Hydro:224kW
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): H]rdro
Fueled orNon-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled
B-2 LOCATION OF FACILITY
Near: City of Riggins
Actual or nearest physical street address: Rapid River Road, Riggins, Idaho 83549
GPS Coordinates: Latitude Decimal Degrees -116.403523
LongitudeDecimalDegrees 45363784
State: Idaho County: Idaho County
Description of lnterconnection Location: Near Rapid River Road, Riggins, Idaho 83549
B-3 SCHEDULED FIRST ENERGY DATE AND SCHEDULED OPERATION DATE
This Facility is interconnected and already delivering energy to Idaho Power pursuant to a Firm
Energy Sales Agreement that the parties agree to have expire on July 31,2022. The Scheduled First
Energy Date and the Scheduled Operation Date for this Agreement is hour beginning 00:01 on
August l, 2022. The Actual Operation Date will also be August l, 2022, provided that the
Commission approves the replacement Agreement, and the Seller completes all of the Article IV
40
B-4
B-5
B-6
B-7
and Article V requirements prior to August 1,2022
MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is222kW. This value is the maximum generation that potentially
could be delivered by the Seller's Facility to the ldaho Power elechical system at any moment in
time.
POINT OF DELTVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
LOSSES
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the Seller
to the Idaho Power electrical systern at the Point of Delivery, no Losses will be calculated for this
Facility. If the Idaho Power metering equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at 1.63%
of the kWh electricity production recorded on the Facility generation metering equipment. If at any
time during the term of this Agreement, Idaho Power determines that the loss calculation needs to
be revised due to a change in the electrical equipment or some other factor, then Idaho Power may
adjust the calculation and retroactively adjust the previous month's kWh loss calculations.
DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreernent. The DNR
status will continue if this Agreement is 1) executed and approved by the Commission, and 2) a
GIA has been executed by both parties and 3) the Seller is in compliance with all requirements of
that GIA.
4l
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC")
rules require ldaho Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information Idaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation Interconnection application,2) submitted all information
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idaho Power with confirmation of the Seller's intent to complete this
Agree,ment in 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 f,'acility and the Seller shall bear the costs of any of these delays
that are a result of any action or inaction by the Seller.
42
APPENDX C
ENGINEER'S CERTIFICATION
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himselflherself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineerhas reviewed the Energy Sales Agreement, hereafter referred to as the "Agreanent,"
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No.and is hereinafter
OF
referred to as the "Project."
4. That the Project, which is commonly known as the is located in
Section Township Range _, Boise Meridian,County,Idaho.
5. That Engineer recognizes that the Agreanent provides for the Project to furnish electrical energy
to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation ofelectric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
years.
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
43
9
retyrng on Engineeds rceresootatiotrs and opinions cortaind in this Statement.
10. That Eagineer certifies that t[e above stat€micnB are complotg fiue and accurate to the best of
histher knowledge and ftereforc stts his/her hand aud seal below.
By
(P.E. S@p)
Date
4
and
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himselflherself
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer,and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreerrent and
this Statement is identified as Idaho Power Company Facility No.and hereinaft er referred
to as the "Project".
4. That the Project, which is commonly known as the is located in
Section _Township _ Range _,Boise Meridian,County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a year period.
6. That Engineerhas substantial experience in the design, consffuction and operation of electric power
plants of the same t)rye as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
45
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 operating condition; and it is
in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical outlrut, efiiciency and plant factor for the re,maining
years of the Agreemurt.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agree,ment,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, fire and accurate to the best of
hiVtrer knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
46
APPENDX C
ENGINEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigrred on behalf of himself/herself and
_ hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreernent, hereafter referred to as the
"Agreanent", between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreanent and this Statement, is identified as Idaho Power Company Facility No and
OF
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the is located in
Section Township Range _,Boise Meridian,County,Idaho.
5 That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished lnterconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
47
applicable codes and consistent withPrudontElectical Practices as tbattenn is dessribedintheAgree,ment.
10. That the dcig md constnrction of the Project is such that with reasomble and pru.dent
operation and maintenance practices by Seller, the Project is capable of performing in aocordance with the
terms of the Agreemeirt and with Prudent Electrical Practices for a _ year period.
ll. That Engineer recogdzes that Idaho Power, in accordance with paragraphS.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineeds rrpresentations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, tnre and accurate to the best
of his/her knowledge and therefore sets his/h€r hand and seal below.
By
(P.E. Stamp)
Date
48
APPENDX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security insfiuments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forrrs of liquid financial security that would provide readily available cash to Idaho Power
to satisff the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditrvorthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-terrn inveshent grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
1. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirernents must be maintained by
49
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisff each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable l,etter of Credit in a
fomr acceptable to Idaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisff each security require,ment within 15s
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
50
E-l
APPENDX E
NON-SEASONAL FTTDRO FACILITY ENERGY PRICES
(Prices based on the Nameplate Capacity Amount of 222 kW, Non-Fueled Rates)
Base Enerey Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the nonJeveliz.ed energy price in accordance with Commission Order No.
35052 effective June 1, 2021, with full capacity palments per Commission Order No. 32697 and
seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kwh Mills/kWh
2022
2023
2024
2025
2026
2027
44.24
43.85
43.12
M.68
46.49
47.97
72.23
71.60
70.39
72.95
75.90
78.32
60.19
59.67
s8.66
60.79
63.25
65.26
5l
8.2 Baso Enerw Light Inad Purohase Prioe - For all Base Energy received furing Light l,oad Hours,
Idaho Power will pay the non-levelized energy pnce in accordance with Commission Order No.
35052 effective Jtme 1, 2021, with full capacity palm€nts per Commission Order No. 32697 afr
scasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (lz0.Wyo) Season 3 - (100.00 o/o)
Year Mills/kWh Mills/kwh Mils/kWh
2022
2023
2024
2025
2026
2027
38.89
38.50
37.77
39.33
41.14
42.62
63.49
62.86
6t.66
&.22
67.17
69.58
52.91
52.39
51.38
s3.51
5s.n
57.98
52
E-3 All Hours Enerw Price - The price to be used in the calculation of the Sqplus Energr Priee and
DelayDamage Price shall be thenon-levelizedenergyprice in accordance with Commission Order
35052 effectivo fune l, 2021, with full capacity pa)ro€nts por Commission OrilerNo.32697 ad
seasonalization factors applied:
Season I - (73.50 o/o) Season 2 - (120.N W Season 3 - (100.00 o/o)
Year Mills/kWh Mills/kWh MiUs/kWh
2022
2023
2024
2025
2026
2027
41.86
41.47
40.74
4234
44.1t
45.59
6&.34
67.7t
66.51
69.06
72.42
74.43
56.95
56.43
55.42
57.55
60.0r
62.03
53
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements :
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notiff 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 Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten (10) days of the annual anniversary
of the Operation Date, the Seller shall provide a Certificate of lnsurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional lnsured Endorsement and
Waiver of Subrogation Endorsernent.
4. The Certificate of lnsurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current lnsurance Industry Utility
practices for similar property.
54