20220401Application.pdf

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Lead Counsel
dwalker@ida hopower.com
April 1 ,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-22-10
Faulkner Brothers Hydro
ldaho Power Company's Application re the Energy Sales Agreement from
the Faulkner Ranch Hydro Project
Dear Ms. Noriyuki:
Aftached for electronic filing is ldaho Power Company's Application in the above
entitled matter. !f you have any questions about the attached documents, please do not
hesitate to contact me.
Very truly yours,
fuzda!/<
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho 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 WTH
FAULKNER BROTHERS HYDRO, FOR THE
SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE FAULKNER RANCH
HYDRO PROJECT.
CASE NO. IPC-E-22-10
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 ("ESA'
or 'Agreement") between ldaho Power and Faulkner Brothers Hydro, ("Faulknef or
"Selle/') under which Faulkner would sell and ldaho Power would purchase electric
generation from the Faulkner Ranch Hydro Project ("Facility") located near the city of
Bliss, Idaho.
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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 December 1 1 , 1986 C1986 Agreement"). The
1986 Agreement expires on July 31,2022.
2. The ESA submitted herewith is a new contract with the same Qualiffing
Facility ("QF") for a new term and current terms and conditions. This ESA complies with
the Commission's Order Nos. 32697,32737, and 32802 from Case No. GNR-E-11-03.
The ESA contains published rates for projects of 10 average megawatts ("aMW') or less
pursuant to Commission Order No. 34350. The Facility is an existing QF that is seeking
a replacement agreement. The replacement ESA contains capacity payments for the
entire term of the Agreement, with no sufficiency period. See Order No. 32697 at21-22,
Order No. 32737 at 5, and Order No. 32871. Pursuant to the Commission's direction in
its Reconsideration Order No. 32737, the rates were calculated by Commission Staff for
a QF in the "Non-Seasonal Hydro" category based on the surrogate avoided resource
('SAR") avoided cost methodology.
3. The ESA, dated March 21, 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.
APPLICATION - 2
II. BACKGROUND
4. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain QF
status. The rate a QF receives for the sale of its power is generally referred to as the
avoided cost rate and is to reflect the incremental cost to an electric utility of electric
energy or capacity or both which, but for the purchase from the QF, such utility would
generate itself or purchase from another source. The Commission has authority under
PURPA Sections 201 and 210 and the implementing regulations of FERC, 18 C.F.R.
S 292, to set avoided costs, to order electric utilities to enter into fixed-term obligations for
the purchase of energy from QFs, and to implement FERC rules.
5. On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
energy sales agreements entered into between regulated utilities and QFs. On January
2,2013, the Commission issued Errata to Order No. 32697, which corrected published
avoided cost rates to include energy payments not discounted by transmission and line
!oss. 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
APPLICATION.3
contain capacity payments for the entire contract term.
III. THE ENERGY SALES AGREEMENT
6. On March 21, 2022, ldaho Power and the Seller entered into an ESA
pursuant to the terms and conditions of the various Commission orders applicable to this
PURPA agreement for a "Non-Seasona! Hydro" project. A copy of the ESA is attached
to this Application as Attachment 1. Under the terms of this ESA, the Seller elected to
contract with ldaho Power for a 2O-year term using the non-levelized, non-seasonal hydro
published avoided cost rates as currently established by the Commission in Order No.
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 870
kilowatts (kW) which matches the nameplate in the current 1986 energy sales
agreement. The maximum capacity amount for the new ESA is 870 kW. As defined in
paragraphs 1.24 and 4.1.4 of the ESA, the Seller will be required to provide data on the
Facility that ldaho Power will use to confirm that under normal and/or average conditions,
the Facility 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 870
kW on an hourly basis, ldaho Power will 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
the 1986 Agreement that expires on July 31,2022. The Seller plans to continue operating
and maintaining an 870 kilowatt ('kW') energy facility located nearthe city of Bliss, ldaho.
The Facility is a QF under the applicable provisions of PURPA. The prices in the 1986
APPLICATION - 4
Agreement included value for capacity. Because the project configuration in the
replacement ESA is the same configuration that has been operating under the 1986
Agreement, the replacement ESA contains payment for capacity during the full term,
rather than not being paid for capacity 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 lV and V of this ESA recognize
that information provided under the previous agreement may still be applicable to this
replacement ESA. As specified in the ESA, ldaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with the
various requirements for the Seller to be granted a First Energy Date and Operation Date
forthis replacement ESA. ln addition, ldaho Powerwillmonitorthe ongoing requirements
through the full term of this ESA.
10. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between the Seller and
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ("DNR') to serve ldaho Powe/s retai! load on its system. ln order
for the Facility to maintain its DNR status, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
APPLICATION - 5
(OATT) and maintain compliance with FERC requirements.
11. The notification of Net Energy Amount monthly adjustments described in
paragraph 6.2.3 must be provided no later than 5 p.m. Mountain Standard Time on the
25th day of the month that is prior to the month to be revised. lf the 25th day of the month
falls on a weekend or holiday, then written notice must be received on the last business
day prior to the 25th.
12. Article XXI of the ESA provides that the ESA will not become effective until
the Commission has approved 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.
IV. MODIFIED PROCEDURE
13. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure; i.e., by written submissions rather than by hearing. RP 201, ef seg.
lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
14. Because the existing contract will run its full term and expire on July 31,
2022, the parties request thatthe Commission set a proceduralschedule thatwould result
in a final Commission determination prior to the expiration of the existing contract.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
APPL]CATION - 6
Donovan E. Walker
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
[e-mail]
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
e ne rqvco ntracts@ida hopowe r. com
VI. REQUEST FOR RELIEF
16. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
that all payments for purchases of energy under the ESA between ldaho Power and the
Seller be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 1st day of April 2022.
fuzda!4-
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION. T
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 1st day of April2022, I served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
John Faulkner, Mitch Arkoosh
Faulkner Brothers Hydro
1997 South 1875 East
Gooding, lD 83330
E-mailed to:
[e-mail]
Christy Davenport, Legal Assistant
APPLICATION - 8
BEFORE THE
IDAHO PUBLIC UTILITIES GOMMISSION
GASE NO. IPC-E-22-10
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
FAULKNER BROTHERS }IYDRO
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering, Metering Communications and SCADA Telernetry
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
1
2
3
4
5
6
7
8
9
l0
ll
t2
l3
t4
15
16
t7
l8
l9
20
2t
22
23
24
25
26
27
28
29
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
lnsumnce Requirements
ENERGY SALES AGREEMENT
(Non-Seasonal Hydro Facility l0 average Monthly MW or Less)
Project Name: Faulkner Ranch Hydro
Project Number: 3 I 615 124
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on this 2lst day of
March 2022,between FAULKNER BROTHERS HYDRO, (Seller), and IDAHO POWER COMPANY,
an Idaho corporation (ldaho Power), hereinafter sometimes referred to collectively as "Parties" or
individually as "Parfy."
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifuing Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifying Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Adjusted Estimated Net Enere.v Amount" - The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustrnents that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Authorizet!_Agent" - A person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively "Documents") and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, ofEcers, employees, and
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1.3
1.4
1.5
1.6
1.7
r.8
1.9
l.t0
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized offrcer 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.
"eommiglieq" - The Idaho Public Utilities Commission.
"ContracL-Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
"Delay Cure Period" - One hundred twenty (120) days immediately following the Scheduled
Operation Date.
"Delay 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.
"Dgley_Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreernent is terminated by Idaho Power.
"ElgIfdE'- The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price as specified in Section 7.6 and Appendix E-3 of this Agreement.
If this calculation results in a value less than zero (0), the result of this calculation will be zero
(0).
"Desisnated Network Re '- A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet Idaho Power's network load.
"Desimated Dispatch F '- Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
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l.ll "Eleklive p41!9," - The date stated in the opening paragraph of this Energy Sales Agreernent
represanting the date upon which this Energy Sales Agreement was fully executed by both
Parties.
"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 emissions of carbon dioxide lCOz),
methane (CH+), 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
parry 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 or bill, and international or foreign emissions trading
progfilm. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) Ivfwh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
t.t2
I Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestnent Act of 2009, or (iv) ernission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
l.l3 "Estimated Net Enerry " - The monthly Estimated Net Energy Amount (k!Vh) 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 parugraph6.2.
l.l4 "Facility" - That electric generation facility described in Appendix B of this Agreement
1.15 "Facility Nameplate Capacitv" - The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
l.l6 "First Eners.y Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
| .17 "Forced-Outase" - 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: l)
equipment failure which was g! 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.
l.18 "Fueled Rates" - Fueled Rates shall apply to Qualifuing Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
1 .19 "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 requiranents as specified by Schedule 72.
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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.
l.2|..@',_Thedailyhours,applicabletoenergydeliveries,fromhourending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
1.22 "Inadvertgn!_E4erg" - Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreernent.
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 desigrr conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
1.25 "Light Load Hours (LL)" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, MemorialDay,Independence Day,
Labor Day, Thanksgiving and Christmas.
1.26 "h!89" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation fonnula will be as specified in
Appendix B of this Agreement.
1.27 "Market Eners.y Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.28 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
L30 "Mid-Columbia Market E '- Eighty-two and four tenths percent(82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange (*ICE") daily firm
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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:
The Mid-Columbia Market Energy Cost actual calculation being:
n
.824 * (I {(ICE Mid-C Peak Avg* * HL hours for day) +
X=l
(ICE Mid-C Off-Peak Avg* * LL hours for day)) I (n*2a\)
where n = number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
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 orbackward) 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.
..@,-FacilityNameplateCapacity(kW)multipliedbythehoursinthe
applicable month.
6
L3t
1.32 "Nameplate Caoacitv" - The fullload 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.
1.33 "NelEngrsv" - 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 'oNon&eled Rates" -Non-Fueled Rates shall apply to Qualiffing Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
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
replacanent Agreement and the Seller completes all of the Article IV and Article V requirements
prior to the Scheduled Operation Date specified in Appendix B-3.
l.36..@!ivery''_ThelocationspecifiedintheGIAandreferencedinAppendixB,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 systern.
1.37 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
l'38..@,or..&E,,-Acertificate,credit,allowance,gteentag,orother
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
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1.39
1.40
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1.42
1.43
1.44
1.45
2-t
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 of Net Energy.
"Scheduled Olreration 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
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.
".@!e,12" - Idaho Power's Tariff No. 101, ScheduleT2 or its successor schedules as
approved by the Commission.
"Schedule 73" - Idaho Power's TariffNo. l0l, ScheduleT3 or its successor schedules as
approved by the Commission.
"SecuriE_Dspsi!" - $45 per kW Nameplate Capacity of the entire Facility.
"Sg@8" - The three periods identified in paragraph 6.2.1 of this Agreernent.
"Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
"Tgrmination_DaCIgaees" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller lndependent Investisation - 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.
Seller lndependent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
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2.2
3.1
3.2
3.3
ARTICLE III: WARRANTIES
No Wanantv 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,
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
Oualifrins Facility 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 Qualifring Facility status and
associated support and compliance documents at any time during the term of this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifuing conduit hydropower facility
ftrursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC") for the Facility. Seller recogaizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualiffing 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 qualifying conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
First Enersy Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreement dated December I l,
1986, and some of the requirements of this Article are similar to the requirements of the 1986
9
4.1
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 Agreement, Idaho Power shall review the
previously provided information and at Idaho 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 provided information or 3) require the Seller to provide new information to
complete the following requirernents.
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, l8 C.F.R.5292.201
et seq. as a certified Qualiffing 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 4.1.1
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
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacitv 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,
10
4.1.5
4.1.6
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt of this inforrnation, Idaho Power will
review the provided data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten (10) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacity ratings
of the individual Generation Units to be installed at this Facility. Idaho Power
will verifu that the data provided establishes the combined Nameplate Capacity
rating of the 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 Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer's specified generation ratings for the
specific Generation Units.
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
1l
4.1.7
4.1.8
4.1.9
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
Interconnection - Provide written confirmation from Idaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
Desiemated 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 GIA 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 requirernents of the GLA 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 noti$ Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
t2
5.1
5.2
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.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreernent shall become effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation Date is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
Operation Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreanent dated December ll,
1986, and some of the requiranents of this Anicle are similar to the requiranents of the 1986
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
13
5.3
5.4
5.5
5.6
5.7
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
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 ry! 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 Agreernent.
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
Powermay immediately terminate this Agreement with no further notice required.
Delav Damaees 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 Agreement is terminated by Idaho Power.
Termination 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 l5 days. [n 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 ldaho Power shall draw funds from the Security Deposit provided by the
t4
5.8
6.1
6.2
Seller in an amount equal to the calculated damages.
Security Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by 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 Energy Sales Agreement ("ESA") for an
existing Qualifying Facility ("QF") project already in commercial operation so long as the new
ESA is between the same parties and there are no material modifications to the existing QF project.
5.8.1 Securitv 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 Energ.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 Agreernent 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
l5
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 e,mail or alternate
methods as specified by Idaho Power.
6.2.1 Monthly Estimated Net Enersy Amounts provided as of the Effective Date of this
Aereernent:
Month kwh
Season I
Season 2
March
April
May
July
August
November
December
June
Septernber
October
January
Febnrary
61,883
215,120
472,692
552,982
548,903
41,500
33,749
497,620
M8,34
205,800
29,366
39,834
6.2.2
Season 3
Seller's Adjustrnent of Estimated Net Enerw 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 ldaho Power by electronic notice (electronic
mail) as agreed to by both parties.
t6
6.2.3 Seller's Adjustment of Estimated Net Enersy Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
256 day of the month that is prior to the month to be revised. If the 25n day of the month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
last business day prior to the 25s 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 Septanber 256 or the last business day prior to Se,ptanber
25th.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If portal is not available, then written notice must be provided
to 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.
6.2.4 Idaho Power Adjustrnent of Monthly Estimated Net Enere.v Amounts - If Idaho Power is excused
from accepting the Seller's Net Energy as specified in paragraph 12.2.1or 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:
t7
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 Iddo
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension ofEnergy
Deliveries.
TGU 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 eitherRSH reduced or suspended under paragraph 12.2.1 or 12.3.1
TH Actual total hours in the current month
Resulting formula being:
Adjusted
Estimated
Net Energy
Amount
NEA ((#xNEA),(#))
6.3
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 Enere.y - 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 (l0o/o) of the sum of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
18
7.1
7.2
'7.3
7.4
7.5
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Enerey - (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 (90o/o) of the monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified inparugraph 6.2,
then all Net Energy delivered by the Facility to the Idaho Power electrical system for that given
month, or (3) all Net Energy produced by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
Sumlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
Base Energ.y - 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 (110%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
Base Enersy Heaw Load Purchase Price - For all hourly 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 Enerqy Lieht Load Purchase Price - For all hourly 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 Enerey 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.
L9
7.6
7.7
7.8
Inadvertent Enere.v -
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
January in excess of 7,440,000 kWh in this example would be lnadvertent
Energy.) or
b.) exceeds the Maximum Capacity Amount (in kW) in any hour.
7.7.2 Although Seller intends to desigp and operate the Facility to generate no more than
the Maximum Capacity Amount in any hour 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 Agreanent within sixty (60) days
after the Material Breach has occurred.
Pavments - 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.
Continuine Jurisdiction of the Commission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Enerey. [nc., 107 Idaho 781,693
20
7.9
P.2d,427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 ldaho 1122,
695P.2d l26l (1985),AftonEnersy.lnc.v.IdahoPowerCompany, lll Idaho925,729 P.2d400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 9292303-
308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Pursuant to Commission Order No. 32697 and Order No.32802 the Environmental Attributes and
Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller's Facility are owned by the Seller.
ARTICLE IX: FACILITY AND NTERCONNECTION
9.1 Desien of Facility - 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 Inadvertent Energy to the Idaho Power Point of Delivery for the full term of the
Agreement in accordance with the GLA.
ARTICLE X:
METERING. METERING COMMUNICATIONS AND SCADA TELEMETRY
l0.l Meterins - 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 Agreement 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
2t
costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Meterine Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acouisition (SCADA) Telemetry - In addition to the requironents
of paragraph 10. I and I 0.2, Idaho Power may requte telemetry 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
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and. the GIA.
ARTICLE XI - RECORDS
ll.l MaintenanceofRecords - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period ofnot less than five (5) years.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
22
ARTICLE XII: OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
12.2 Acceptance ofEnersy -
12.2.1 Idaho Power shall be excused from accepting and payrng for Net Energy or accepting
lnadvertent 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
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 5292304
c.) If temporary disconnection and/or intemrption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, intemrption or reduction of
Net Energy or lnadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emgrgencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
lnterconnection 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 deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
23
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreanent. Idaho Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
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
lZ.3.Zbelow, 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 notiS 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
24
accordance with Article )O(V 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 qualifoing for a Declared Suspension of Energy Deliveries as specified in
paragraph 12.3 .l . Idaho Power's acceptance of the Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l't of each calendar year, Seller shall submit a
written proposed maintenance schedule of sigrrificant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's 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
25
13.1
13.2
t4.t
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 intemrption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
lndemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemniffing Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with this
Agreernent, or (b) negligent or intentional acts, errors or omissions. The indemniffing 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.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix F.
ARTICLE XTV: FORCE MAJEURE
Force Majeure - As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means
any cause beyond the control of the Seller or of Idaho Power which, despite the exercise of due
diligence, such Party is unable to prevent or overcome. Force Majeure includes, but is not limited
to, acts of God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise 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
26
performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice 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 ofsuch occrurence.
ARTICLE XV: LIABILITY: DEDICATION
15.l Limitation of Liability - Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Parly to this Agreement.
Neither parry shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication - No undertaking by one Party to the other under any provision of this Agreernent
shall constitute the dedication of that Party's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
l6.l Several Oblieations - Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities of the Parties are intended to be several and not joint or
collective. Nothing contained in this Agreement shall ever be construed to create an association,
trust, 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.
27
ARTICLE XVII: WAIVER
17.l Waiver - Any waiver at any time by either Party of its rights with respect to a default under this
Agreernent or with respect to any other matters arising in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 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.
ARTICLEXIX: DISPUTES AND DEFAULT
19. I Disputes - All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreernent, will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifuing the manner in which such default
occurred. If the defaulting Parly shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (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 Agreunent as Material Breaches. Material Breaches must be
28
19.3
cured as expeditiously as possible following occurrence of the breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
Operation Date Requirements - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3. I lnsurance - 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 three (3) years after the Operation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of 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 Agreement. [n 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
4.1.1. If at any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may onlv be
cured by Seller submitting to Idaho Power evidence of compliance from the permitting
agency.
29
20.1
2t.t
22.1
ARTICLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreerrent.
ARTICLE )O(I: COMMISSION ORDER
Commission Order - Idaho Power shall file this Agreement for its acceptance or rejection by the
Commission. This Agreernent 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 )OilI: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreernent nor any rights or obligations of either Party
hereunder may be assigrred, in whole or in part, by operation of law or otherwise, without the prior
written consent ofboth Parties, which consent shall notbe 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 rernedies 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
30
23.1
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 detennination, may adjust the pricing or
tenninate the Agreement. If the Agreement is terminated because of said modifications, the Seller
will be responsible for any Termination Darnages. No modification to this Agreement shall be
valid unless it is in writing and sigred by both Parties and subsequently approved by the
Commission.
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 AND AUTHORZED AGENTS
25.L Notices - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed vrith deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller:
Orieinal document to:
John Faulkner
Faulkner Brothers Hydro
1997 South 1875 East
Gooding,ID 83330
208-5394956
[e-mail]
3l
To ldaho Power:
Orieinal document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
energyconfr [e-mail]
Coplr of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
energyconhacts@idahopower. com
Either Party may change the contact percon and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
Name Title
John Faulkner President
Mitch Arkoosh Authorized Agent
The Seller may modi$ the Authorized Agents by requesting and completing an Authorized
Agent forrn provided by Idaho Power. This document will include the requested changes and
require signature(s) from an authorized party ofthe Seller.
32
26.1
26.2
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
Equal Employment. Seller agrees to comply with all applicable equal employment opporhrnity,
small business, and affirmative action laws and regulations. All Equal Employment Opporhrnity
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 Agreernent is covered by Executive Order 11246,the
Equal Opportunity Clauses contained in 4l C.F.R. $60- 1.4, 4l C.F.R. $60-250.5, and 4l C.F.R.
$60-741.5 are incorporated herein by reference.
Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not 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 Agreernent 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 Agreernent. Commission Order No. 35052 effective June l, 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
replacement contracts after their existing contract expires.
33
26.3
27.1
28.1
This Agree,rnent 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 Requirerrents
ARTICLE )O(VII: SEVERABILITY
The invalidity or unenforceability of any term or provision of this Agreonent shall not affect the
validity or enforceability of any other temns or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE )O(VIII: COUNTERPARTS
This Agreernent may be executed in trro or more counterparts, each of which shall be deerred an
original but all of which together shall constitute one and the same instrument.
34
APPENDX A
A_I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month, the power production and switching report will be emailed to:
csppaccounting@idahopower. com
If email is not available, then the report can be mailed to:
Idaho Power Company
Cogeneration and Small Power Production Reports
C/O Financial Accounting
1221W.Idaho
Boise, Idaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreernent. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
36
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agtements between the
Parties conceming the subject maEer hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their nespective names on the dates set forth below:
ldaho Power Company Faulkner Brothers Hydro
By By
a
Dated 6
Ryan Adelman
Vice President, Power Suppb
t'ldaho Powert'
Dated March la,2a22
John Faulkncr
President
"Seller"
35
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 kWh 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 Mover2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown7 Other (Explain)
I hereby certify that the above meter readings
are true and correct as of Midnight on the last day
of the above month and that the switching record is
accurate and complete as required by the Energy
Sales Agreement to which I am a Party.
Signature
37
Dete
A.2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the ldaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnieh| of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Prqiect Manaeernent
Name: John Faulkner
Telephone Number: 208 -539 -49 5 6
24-Hour Proiect Ooerational Contact
Name: John Faulkner
Telephone Number: 208-539-495 6
Project On-site Contact information
Name: John Faulkner
Telephone Number: 208-539495 6
38
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Faulkner Ranch Hydro
Project Number: 3 I 61 5124
B.I DESCRIPTION OF FACILITY
The Faulkner Ranch Hydro Project ("Project") executed a 35-year Firm Energy Sales Agreement
on Decernber 11, 1986. The project started delivering energy to Idaho Power in August of 1987.
The 1987 agreement expires on July 31,2022.
The Project has one synchronous generator driven by a Francis Turbine. Run ofthe river hydro
plant.
Facility Nameplate Capacity for Faulkner Ranch Hydro: 870 kW
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled orNon-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled
B-2 LOCATION OF FACILITY
Near: City of Bliss
Actual or nearest physical street address: Bliss, Idaho
GPS Coordinates: Latitude Decimal Degrees -l15.025491
LongitudeDecimalDegrees 42.952302
State: Idaho County: Gooding
Description of lnterconnection Location: Near Faulkner Ranch Power Plant
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
and Article V requirements prior to August 1,2022.
39
B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 870 kW. This value is the maximum generation that potentially
could be delivered by the Seller's Facility to the ldaho Power electrical system at any moment in
time.
B-5 POTNT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the 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 Agreanent.
8-6 LOSSES
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the Seller
to the Idaho Power electrical system 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 1.02%o
of the kWh electricity production recorded on the Facility generation metering equipment. If at any
time during the term of this Agreanent, Idaho Power determines that the loss calculation needs to
be revised due to a change in the electrical equipment or some other factor, then Idaho Power may
adjust the calculation and retroactively adjust the previous month's kWh loss calculations.
B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is l) 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.
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission ("FERC")
rules require Idaho Power to prepare and submit the application to achieve DNR status for this
40
Facility. Because much of the infonnation ldaho Power needs to prepare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in a timely manner
is contingent upon timely receipt of the required information from the Seller. Prior to ldaho 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 inforrnation
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idatro Power with confirmation of the Seller's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information
in a timely manner can significantly impact Idaho Power's ability and cost to attain the DNR
designation for the Seller's Facility and the Seller shall bear the costs ofany ofthese delays
that are a result ofany action or inaction by the Seller.
4l
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Staternent is identified as Idaho Power Company Facility No.and is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the is located in
Section Township Range _, Boise Meridian,County,Idaho.
5. That Engineer recognizes that the Agreernent provides for the Project to furnish electrical energy
to Idaho Power for a _ year period.
6. That Engineerhas substantial experience in the design, construction and operation of electric power
plants of the same tlpe 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 (uO&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
42
9
relyrng on Engineeds rcpres€ntatiotrs and opinions coillhed in this Statement.
10. That Eagineer certifies that the above statments are complete, true and accrrrste to the best of
his/her knowledge and therrefore sets hislher hand and seal below.
By
(P.E, Stamp)
Date
43
APPENDIX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himselflherself
and hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of Idatro.
2. That Engineerhas 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 powerproduction project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No.and hereinaft er referred
to as the "hoject".
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, consfuction and operation of elecfic power
plants of the same tlpe as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
M
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 desigrr elecfiical output, efliciency and plant factor for the rernaining
years of the Agreement.
9. That Engineer recognizes that ldaho 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, true and acctrate to the best of
his/her knowledge and therefore sets his/her hand and seal below.
By
(P.8. Stamp)
Date
45
APPENDIX C
ENGINEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself/lterself 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 ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agreernent", between Idaho Power as Buyer, and as Seller, dated
J.That the cogeneration or small power production project, which is the subject of the
OF
Agreement and this Staternent, is identified as Idaho Power Company Facility No
is hereinafter referred to as the "Project".
and
4. That the Project, which is commonly known as the Project, is located in
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 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 syston, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
46
applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agree,ment.
10. That the desigrr and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Elecfrical Practices for a _ year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Staternent.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
47
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable secwity instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfr the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-temr or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. 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 requirements must be maintained by
48
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
fonn acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisfu each security require,ment within the
individually identifred accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
49
E-1
APPENDD(E
NON-SEASONAL TIYDRO FACILITY ENERGY PRICES
(Prices based on the Nameplate Capacity Amount of 870 kW, Non-Fueled Rates)
Base Enerey HeaW Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
35052 effective June l, 2021, with fulI capacity payments per Commission Order No. 32697 and
seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
44.24
43.8s
43.12
44.68
46.49
47.97
49.86
51.71
52.87
s4.23
56.05
57.71
59.05
60.29
61.48
62.36
&.09
65.08
66.29
67.48
68.63
72.23
71.60
70.39
72.95
75.90
78.32
81.41
84.42
86.32
88.54
91.51
94.22
96.41
98.43
100.37
10r.80
104.63
106.25
108.23
I 10.16
112.0s
60.19
59.67
58.66
60.79
63.25
65.26
67.84
70.35
71.93
73.79
76.26
78.52
80.34
82.03
83.64
84.84
87.19
88.54
90.19
91.80
93.38
50
E-2 Base Enere.y Lieht Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
35052 effective June I , 2021 , with full capacity palmrents per Commission Order No. 32697 and
seasonalization factors applied:
Season | - (73.50 o/o) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kwh Mills/kwh Mills/kWh
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
38.89
38.50
37.77
39.33
4t.14
42.62
44.51
46.36
47.52
48.88
50.70
52.36
53.70
54.94
56.1 3
57.00
58.74
59.73
60.94
62.12
63.28
63.49
62.86
61.66
il.22
67.17
69.58
72.67
75.69
77.58
79.81
82.78
85.48
87.67
89.70
9t.64
93.07
95.90
97.51
99.50
101.43
103.32
52.91
52.39
51.38
53.51
55.97
57.98
60.56
63.07
&.65
66.5r
68.98
7t.24
73.06
74.75
76.36
77.56
79.91
81.26
82.91
84.52
86.10
51
E-3 All Hours Enere.v Price - The price to be used in the calculation of the Surplus Energy Frice and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
35052 effective June 1, 202l,with full capacity payments per Commission OrderNo.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
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
41.86
41.47
40.74
42.30
44.11
45.s9
47.48
49.33
s0.49
51.85
53.67
55.33
56.67
57.91
59.10
59.97
61.71
62.70
63.91
6s.09
66.25
68.34
67.71
66.51
69.06
72.02
74.43
77.52
80.53
82.43
84.65
87.62
90.33
92.s2
94.54
96.48
97.92
100.74
r02.36
104.35
106.28
108.17
56.95
56.43
55.42
57.55
60.01
62.03
u.60
67.11
68.69
70.55
73.02
75.28
77.10
78.79
80.40
81.60
83.95
85.30
86.96
88.56
90.14
52
APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreanent.
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 noti$ 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 Requirernents. Failure to provide this notice
and to comply with these Insurance Requirernents 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 Certifrcate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsernent and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability lnsurance 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 lndustry Utility
practices for similar property.
53